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PANDORA MEDIA, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 5, 2014

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


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Source: Edgar Glimpses

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