Edgar Filing: Pandora Media, Inc.

Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

x	Definitive Additional Materials

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Pandora Media, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 6, 2012.

PANDORA MEDIA, INC.

Meeting Information

Meeting Type: Annual Meeting

For holders as of: April 11, 2012

Date: June 6, 2012 Time: 2:05 PM PDT

Location: Waterfront Hotel

10 Washington St.

Oakland, CA 94607

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 http://investor.pandora.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:
				NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH 10-K WRAP
				How to View Online:
				Have the information that is printed in the box marked by the arrow (located on the following page) and visit: http://investor.pandora.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 (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 any request for delivery by mail as instructed above on or before May 23, 2012 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods




				Vote In Person: Many shareholder 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 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:

Election of Class I Directors

Nominees:

01) Robert Kavner

02) David Sze

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

To ratify the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the fiscal year ending January 31, 2013.

To approve, on an advisory basis, the compensation of our named executive officers.

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

The advisory vote on the frequency of a stockholder vote on the compensation of our named executive officers.

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

To approve the Internal Revenue Code Section 162(m) performance criteria and award limits of our 2011 Equity Incentive Plan.

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

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