UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2012
Pandora Media, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35198
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94-3352630
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2101 Webster Street, Suite 1650
Oakland, CA 94612
(Address of principal executive offices, including zip code)
(510) 451-4100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pandora Media, Inc. (the “Company”) today disclosed that it is in the final stages of selecting and appointing a new chief financial officer, which process it expects to complete by December 31. The Company expects to announce the appointment as it starts its next fiscal year in February 2013. Beginning January 1, 2013 and continuing until the start date of a new chief financial officer, the functions of the principal financial officer will be performed by Joseph Kennedy, the Company’s chief executive officer.
Mr. Kennedy’s biographical information is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on April 25, 2012. Mr. Kennedy will not receive any additional compensation in connection with performing these functions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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PANDORA MEDIA, INC.
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Dated: December 21, 2012
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By:
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/s/ Delida Costin
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Delida Costin
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Senior Vice President, General Counsel and Secretary
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