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Section 1: DEFA14A (DEFA14A)

Document


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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
 
Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12

Pandora Media, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1
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Title of each class of securities to which transaction applies:
 
 
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Aggregate number of securities to which transaction applies:
 
 
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 -11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
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Proposed maximum aggregate value of transaction:
 
 
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
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Amount Previously Paid:
 
 
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Date Filed:






*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 21, 2018
PANDORA MEDIA, INC.
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 26, 2018
Date: May 21, 2018 Time: 9:00 AM PT
Location: One Kaiser Plaza
Suite 235
Oakland, CA 94612

 
 
 
PANDORA MEDIA, INC.
2101 WEBSTER STREET
SUITE 1650
OAKLAND, CA 94612

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 
See the reverse side of this notice to obtain proxy materials and voting instructions.
 





Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:

1. NOTICE & PROXY STATEMENT    2. ANNUAL REPORT/10K

How to View Online:
Have the information that is printed in the box marked by the arrow 392969586_proxycardarrowa01.jpg (located on
the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:    www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*:    sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked
by the arrow 392969586_proxycardarrowa01.jpg (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before May 07, 2018 to facilitate timely delivery.

How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow 392969586_proxycardarrowa01.jpg  available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.






Voting Items
The Board of Directors recommends you vote
FOR the following:
1.    Election of Directors

Nominees

01 Roger Faxon        02 Timothy Leiweke        03 Mickie Rosen

The Board of Directors recommends you vote FOR the following proposal:

2.    Advisory vote to approve the compensation of our named executive officers.

The Board of Directors recommends you vote 3 YEARS on the following proposal:

3.    Advisory vote on the frequency of future stockholder advisory votes to approve the compensation of our named
executive officers.

The Board of Directors recommends you vote FOR proposals 4 and 5.

4.    To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the
year ending December 31, 2018.

5.    To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to remove certain
foreign ownership restrictions on our stock.


NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before
the meeting or any adjournment or postponement thereof.














 



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