8-K

 

 

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 4, 2014

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 2014 annual meeting of stockholders (the “Annual Meeting”) of Pandora Media, Inc. (“Pandora”) was held on June 4, 2014. 185,889,755 shares of Pandora common stock were present in person or represented by proxy at the Annual Meeting, representing 90.53% of a total of 205,332,382 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, 2014, and cast their votes as described below.

 

Proposal 1:    Election of the three Class III directors listed below to serve until the 2017 annual meeting of stockholders or until their respective successors are duly elected and qualified:

 

     For      Withheld      Broker
Non-Votes
 

Peter Chernin

     168,878,417         297,712         17,319,680   

Brian McAndrews

     166,181,599         2,994,530         17,319,680   

Tim Westergren

     167,777,184         1,398,945         17,319,680   

 

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, 2014:

 

     For      Against      Abstain  
     186,215,818         119,416         160,575   

 

Proposal 3:    Approval of the 2014 Employee Stock Purchase Plan:

 

    For      Against      Abstain      Broker
Non-Votes
 
    168,594,598         501,500         80,031         17,319,680   


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 5, 2014

    By:   /s/ Michael Herring
      Michael Herring
      Executive Vice President and Chief Financial Officer