UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2016
 
 
Pandora Media, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-35198
 
94-3352630
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2101 Webster Street, Suite 1650
Oakland, CA 94612
(Address of principal executive offices, including zip code)
 
(510) 451-4100
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 





Item 5.07 Submission of Matters to a Vote of Security Holders

The 2016 annual meeting of stockholders (the “Annual Meeting”) of Pandora Media, Inc. (“Pandora”) was held on June 1, 2016. 195,553,499 shares of Pandora common stock were present in person or represented by proxy at the Annual Meeting, representing 85.48% of a total of 228,750,220 shares of common stock outstanding and eligible to vote at such time. At the Annual Meeting, stockholders voted on the following proposals, each of which is described in detail in Pandora’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2016, and cast their votes as described below.

Proposal 1:
 
Election of the one Class I director nominee listed below to serve until the 2018 annual meeting of stockholders and the three Class II director nominees listed below to serve until the 2019 annual meeting of stockholders or, in each case, until their respective successors are duly elected and qualified:
 
For
 
Withheld
 
Broker
Non-Votes
Class I (term to expire 2018)
 
 
 
 
 
Mickie Rosen
152,237,320
 
10,411,071
 
32,905,108
Class II (term to expire 2019)
 
 
 
 
 
James M.P. Feuille
152,013,050
 
10,635,341
 
32,905,108
Peter Gotcher
152,011,725
 
10,636,666
 
32,905,108
Elizabeth Nelson
152,323,978
 
10,324,413
 
32,905,108
 
Proposal 2:
 
Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Pandora for the year ending December 31, 2016:

For
 
Against
 
Abstain
184,234,217
 
1,312,465
 
10,006,817

Proposal 3:
 
Approval of an amendment to Pandora's Amended and Restated Certificate of Incorporation:

For
 
Against
 
Abstain
 
Broker
Non-Votes
152,457,680
 
256,665
 
9,934,046
 
32,905,108





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
 
PANDORA MEDIA, INC.
 
 
 
Dated: June 1, 2016
 
By:
/s/ Stephen Bené
 
 
 
Stephen Bené
 
 
 
General Counsel and Corporate Secretary