Pandora Media,Inc. (NYSE:P) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pandora Media,Inc. (NYSE:P) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of May 21, 2018, and following the approval by the Company's stockholders as noted below, Pandora Media, Inc. (the "Company") amended its Amended and Restated Certificate of Incorporation (the "Charter Amendment") to remove certain foreign ownership restrictions on its stock. The Charter Amendment is described in more detail in the Company’s definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 10, 2018 (the "2018 Proxy Statement").

Also effective as of May 21, 2018, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws (the "Bylaws"), to delete the last sentence of each of sections 3.01 and 4.01 of the Bylaws. The deleted sentences required directors and officers of the Company to comply with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

The foregoing descriptions and the summaries contained in the 2018 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment, which is attached hereto as Exhibit 3.01, and to the full text of the as-amended Amended and Restated Bylaws, which is attached hereto as Exhibit 3.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2018 annual meeting of stockholders (the “Annual Meeting”) of the Company was held on on May 21, 2018. There were 280,664,892 votes cast in person or by proxy at the Annual Meeting, which represented 92.80% of the voting power of the shares of common stock and preferred stock (voting together as a single class) entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.

At the Annual Meeting, stockholders voted on the following proposals, each of which is described in detail in the 2018 Proxy Statement, and cast their votes as described below.

Proposal1:

Election of the three Class I director nominees listed below to serve until the 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified:

For

Withheld

Broker

Non-Votes

Class I (term to expire 2021)

Roger Faxon

219,861,055

2,994,369

57,989,468

Timothy Leiweke

219,661,073

3,014,351

57,989,468

Mickie Rosen

219,623,707

3,051,717

57,989,468

Proposal2:

Advisory vote to approve the compensation of our named executive officers:

For

Against

Abstain

Broker Non-Votes

158,552,961

61,828,558

2,293,905

57,989,468

Proposal3:

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

One Year

Two Years

Three Years

Abstain

Broker Non-Votes

104,215,534

810,493

117,353,766

295,631

57,989,468

Proposal4:

Ratification of the appointment of Ernst& Young LLP as the independent registered public accounting firm of the Company for the year ending December31, 2018:

For

Against

Abstain

279,130,802

1,084,789

449,301

Proposal5:

Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to remove certain foreign ownership restrictions on our stock:

For

Against

Abstain

Broker Non-Votes

221,991,121

420,662

263,641

57,989,468

Item 8.01 Other Events.

On May 23, 2018, the California Department of Business Oversight issued a permit approving the sale and issuance of securities to be issued by the Company in connection with its previously announced acquisition of AdsWizz Inc. The transaction is expected to be completed in the near term, subject to the approval of the stockholder of AdsWizz Inc. and the satisfaction of other customary closing conditions. At closing, we expect to pay approximately $67,500,000 in cash, subject to customary cash and working capital adjustments, and approximately $72,500,000 in stock based on the dollar-volume-weighted average trading price for the Common Stock for 10 trading days prior to the closing. An additional $5,000,000 in cash consideration is payable upon achievement of certain milestone provisions in connection with the acquisition.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

ExhibitDescription

3.01

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

3.02

Amended and Restated Bylaws


Pandora Media, Inc. Exhibit
EX-3.01 2 p-5242018x8xkxexhibitx301x.htm EXHIBIT 3.01 Exhibit Exhibit 3.01 CERTIFICATE OF AMENDMENTTO THEAMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF PANDORA MEDIA,…
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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.

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