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): April 14, 2017
Pandora Media, Inc.
(Exact name of registrant as specified in its charter)
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of April 14, 2017, the Board of Directors of Pandora Media, Inc. (the "Company") has approved an amendment (the "Amendment") to the Company’s Amended and Restated Bylaws, as amended (the "Bylaws"), to provide for an extension of the date by which stockholders must submit nominations of persons for election to the Board of Directors of the Company in connection with the Company’s 2017 annual meeting to the later of (i) the latest date as otherwise determined in accordance with the Bylaws and (ii) April 28, 2017.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Exhibit Description |
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3.1 | | Certificate of Amendment to the Amended and Restated Bylaws of Pandora Media, Inc., as amended |
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.
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| | PANDORA MEDIA, INC. |
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Dated: April 14, 2017 | | By: | /s/ Steve Bené |
| | | Steve Bené General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | | Exhibit Description |
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3.1 | | Certificate of Amendment to the Amended and Restated Bylaws of Pandora Media, Inc., as amended |