Pandora Media, Inc. (NYSE:P) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 >Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Media, Inc. (the Company) appointed Jason Hirschhorn as a Class III
director to serve until the expiration of the Class III term at the
2017 annual meeting of stockholders, or until his earlier death,
disqualification, resignation or removal. No determination has been
made as to which committee or committees of the Board Mr.
Hirschhorn will serve.
since June 2017. Since 2013, Mr. Hirschhorn has served as the chief
executive officer and chief curator at REDEF Group, Inc., a company
that creates curated information streams focused on specific
industries and pop culture. Mr. Hirschhorn has had other
substantial business experience, including serving as chief product
officer and co-president from 2009 to 2010, of MySpace, Inc. and
president of Sling Media, Inc. from 2006 to 2009. Mr. Hirschhorn
also held several positions at MTV Networks Company from 2000 to
2006, including chief digital officer; senior vice president,
digital music and media; senior vice president, CMT.com and
VH1.com; and vice president, product development, Sonicnet. Prior
to joining MTV Networks, he founded and was president and chief
executive officer of Mischief New Media, Inc., which was sold to
Viacom in 2000. Since 2011, Mr. Hirschhorn has served as a member
of the board of directors of Metro-Goldwyn-Mayer Studios, Inc. Mr.
Hirschhorn is also the chair of the digital advisory group of
Sundance Institute. Mr. Hirschhorn holds a B.S. in International
Business and Marketing from New York University. We believe that
Mr. Hirschhorn is qualified to serve as a member of our board of
directors due to his extensive experience in the music industry,
new technologies and social networking.
the Company’s non-employee director compensation practices
(pro-rated for any partial year of service), which currently
includes annual cash compensation of $40,000 and an annual equity
award on the date of the Companys annual stockholder meeting. Mr.
Hirschhorn entered into the Company’s standard form of director
indemnification agreement.
Item 404(a) of Regulation S-K with Mr. Hirschhorn.
decided to step down from both his position as Chief Executive
Officer and from the board of directors of the Company, effective
immediately. The Company has commenced a search for a successor to
Mr. Westergren, and Naveen Chopra, the Companys current Chief
Financial Officer, has been appointed as interim Chief Executive
Officer, effectively immediately.
longer President of the Company, effective immediately.
appointment of Mr. Hirschhorn to the Board, Mr. Westergrens
departure as Chief Executive Officer and from the Board, the
appointment of Mr. Chopra as interim Chief Executive Officer, and
that Mr. Herring is no longer serving as President of the Company.
A copy of this press release is furnished as Exhibit 99.1 hereto.
attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933 or the Exchange Act, except as
shall be expressly set forth by specific reference in such a
filing.
|
Exhibit No.
|
|
Exhibit Description
|
|
99.1
|
|
Press Release dated as of June 27, 2017
|
Pandora Media, Inc. ExhibitEX-99.1 2 ex991-pressrelease.htm EXHIBIT 99.1 Exhibit PANDORA ANNOUNCES SENIOR LEADERSHIP TRANSITION AND APPOINTS NEW BOARD MEMBER Board Initiates CEO Search Following Tim Westergren Decision to Step Down; CFO Naveen Chopra Named Interim CEO Company Adds Jason Hirschhorn to Board of DirectorsOAKLAND,…To view the full exhibit click here About Pandora Media, Inc. (NYSE:P)
Pandora Media, Inc. (Pandora) is a music discovery platform, offering a personalized experience for each of its listeners wherever and whenever they want to listen to music, whether through earbuds, car speakers or live on stage. The Company delivers targeted messages to its listeners using a combination of audio, display and video advertisements. The Company provides services, including Pandora and Ticketfly. It provides the Pandora service through over two models, such as free service and Pandora One. Its free service allows listeners access to its music and comedy catalogs and personalized playlist generating system for free across all of the Pandora delivery platforms. Pandora One is a paid subscription service without any advertising. In addition to its monthly subscriptions, service listeners can purchase a single day Pandora One experience with its Pandora One Day Pass product. The Company’s Ticketfly service is a cloud ticketing platform for live events.