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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below, on August 7, 2017, the stockholders of Pandora Media, Inc. (the "Company") approved an amendment to the Company’s 2014Employee Stock Purchase Planto increase the maximum number of shares available thereunder by 6,000,000 shares. The amended 2014 Employee Stock Purchase Plan is described in more detail in the Company’s definitive proxy statement for its 2017 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on June 27, 2017 (the "2017 Proxy Statement").
The foregoing descriptions and the summaries contained in the 2017 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2014 Employee Stock Purchase Plan, which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2017 annual meeting of stockholders (the “Annual Meeting”) on August7, 2017. 206,675,797 shares of the Company's common stock were present in person or represented by proxy at the Annual Meeting, representing 85.25% of a total of 242,409,363 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 the 2017 Proxy Statement, and cast their votes as described below.
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Proposal1: |
Election of the one Class III director nominee listed below to serve until the 2020 annual meeting of stockholders or until his respective successor is duly elected and qualified: |
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For |
Withheld |
Broker Non-Votes |
|
|
Class III (term to expire 2020) |
|||
|
Jason Hirschhorn |
160,275,715 |
748,750 |
45,651,332 |
|
Proposal2: |
Approval of an amendment to the Company's 2014 Employee Stock Purchase Plan to increase the maximum number of shares available thereunder by 6,000,000 shares: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
159,971,183 |
833,715 |
219,567 |
45,651,332 |
|
Proposal3: |
Ratification of the appointment of Ernst& Young LLP as the independent registered public accounting firm of the Company for the year ending December31, 2017: |
|
For |
Against |
Abstain |
|
204,833,766 |
1,080,653 |
761,378 |
|
Proposal4: |
Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate the classification of the board of directors: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
159,787,379 |
1,010,935 |
226,151 |
45,651,332 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
ExhibitDescription |
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10.1 |
Amended and Restated 2014 Employee Stock Purchase Plan |
Pandora Media, Inc. ExhibitEX-10.1 2 p-892017x8xkxexhibitx101xe.htm EXHIBIT 10.1 Exhibit Exhibit 10.1PANDORA MEDIA,…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.