PRE 14A

Compensation Element

What the Element Rewards

Purpose and Key Features

Base salary

Recognizes individual performance, level of experience, expected future performance and contributions to Pandora.

Designed to provide a competitive level of fixed compensation determined by the market value of the position using peer data, and the individual facts and circumstances of each executive’s role.

Four of our NEOs received salary increases ranging from 3.1% to 10% to bring their salaries more in line with the comparable officers at our peer group. See "Base Salary," below.



ý	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1	)	Title of each class of securities to which transaction applies:
	(2	)	Aggregate number of securities to which transaction applies:
	(3	)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0 -11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4	)	Proposed maximum aggregate value of transaction:
	(5	)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1	)	Amount Previously Paid:
	(2	)	Form, Schedule or Registration Statement No.:
	(3	)	Filing Party:
	(4	)	Date Filed:

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, or if you have elected to receive printed proxy materials, you may vote by phone or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you may vote in person. Please see the sections “If I am a stockholder of record of Pandora shares, how do I vote?” and “If I am the beneficial owner of Pandora shares held in street name, how do I vote?” in the Proxy Statement for additional instructions on how to vote your shares.

We will be using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. This process will provide stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We will mail on or about April 22, 2016 to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our Annual Report, including our Annual Report on Form 10-K, and vote electronically via the Internet. This notice will also contain instructions on how to receive a paper copy of your proxy materials. All stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

We will provide a live webcast of the Annual Meeting from the Pandora Investor Relations website at http://investor.pandora.com. A transcript along with the audio of the entire Annual Meeting will be available on the Investor Relations website shortly after the meeting. We hope this webcast will allow those of you who are unable to attend the Annual Meeting in person to hear Pandora Media, Inc. executives discuss our results for the year ended December 31, 2015. In addition, we make available at our Investor Relations website free of charge a variety of information for investors. Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us.

We are permitted to furnish proxy materials, including this proxy statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. On or about April 22, 2016, we will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our Annual Report via the Internet and how to vote online. As a result, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. All stockholders will have the ability to access the proxy materials on a website referred to in the Notice and may request a printed

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice will be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you request, complete and deliver the proper documentation provided by your broker, bank or other holder of record and bring it with you to the meeting.

This year, a number of brokers with account holders who are Pandora stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Pandora Media, Inc., 2101 Webster Street, Suite 1650, Oakland, California 94612, Attention: Investor Relations or (3) contact our Investor Relations department by telephone at (510) 842-6960. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request made to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

If you are a stockholder of record, you may vote in person at the Annual Meeting or by proxy on the Internet, by telephone or by mail, all as described below. We recommend that you vote by proxy even if you plan to attend the Annual Meeting so that your vote will be counted even if you later decide not to attend the meeting. You can always change your vote at the meeting. The Internet and telephone voting procedures are designed to authenticate stockholders and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return a written proxy card by mail. The Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 31, 2016.

If you are a beneficial owner of shares held in street name, you may vote in person at the Annual Meeting (subject to obtaining a “legal proxy” as described below) or by proxy on the Internet, by telephone or by mail, by following the voting instructions you will receive from the holder of record, which is the brokerage firm, bank, broker dealer, or other similar organization holding your shares. You must follow these voting instructions to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the holder of record (your broker, bank, trustee, or nominee that holds your shares) giving you the right to vote the shares at the meeting.

You may revoke your proxy and change your vote at any time before the proxy is exercised at the Annual Meeting. If you are a stockholder of record of Pandora shares, you may change your vote by submitting another proxy on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the meeting will be counted), or by signing and returning a new proxy card with a later date, or by attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked by providing a written notice of revocation to our Corporate Secretary at Pandora Media, Inc., 2101 Webster Street, Suite 1650, Oakland, California 94612, Attention: Corporate Secretary. If you are a beneficial owner of Pandora shares, you may change your vote by submitting new voting instructions to the holder of record (your broker, bank, trustee, or nominee that holds your shares) following the instructions they provided or, if you have obtained a legal proxy from the holder of record (your broker, bank, trustee, or nominee that holds your shares) giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Beneficial Owner of Pandora Shares Held in Street Name: If you are a beneficial owner of Pandora shares held in street name and do not provide the organization that holds your shares with voting instructions, your broker, bank, trustee or other nominee will vote your shares only on those proposals on which it has discretion to vote; if your broker, bank, trustee or nominee does not have discretion to vote, your returned proxy will be considered a “broker non-vote.” Broker non-votes will be considered as represented for purposes of determining a quorum but are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Your broker, bank, trustee or nominee does not have discretion to vote your shares on the non-routine matters such as the election of directors (Proposal 1) or the amendment to our Amended and Restated Certificate of Incorporation (Proposal 3). However, we believe your broker or nominee does have discretion to vote your shares on routine matters such as the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 2).

If you hold your shares in “street name” through a broker, bank, trustee or other nominee, your broker, bank, trustee or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon, including the election of directors (Proposal 1) and the amendment to our Amended and Restated Certificate of Incorporation (Proposal 3). Thus, if you do not give your broker, bank, trustee or nominee specific instructions with respect to a non-discretionary matter, your shares will not be voted on such matter and will not be counted as shares entitled to vote on such matter. However, shares represented by such “broker non-votes” will be counted in determining whether there is a quorum. As “broker non-votes” are not considered entitled to vote on the item they will have no effect on the outcome of the election of directors (Proposal 1) other than reducing the number of shares present in person or by proxy and entitled to vote on the item from which a majority is calculated. “Broker non-votes” and any abstentions will, however, have the same effect as votes against the proposal to amend our Amended and Restated Certificate of Incorporation (Proposal 3) due to the fact that a vote by a majority of the shares of common stock outstanding is required to approve the proposal.

On September 29, 2015, the board of directors voted to increase the size of the board to nine directors and to appoint Ms. Mickie Rosen to the board of directors to fill the vacancy created by such increase to the board of directors. Ms. Rosen was designated as a new Class I director. Our board of directors has nominated Mickie Rosen for election as a Class I director at the Annual Meeting. If elected, Ms. Rosen will serve out the remainder of her term expiring on the date of the 2018 Annual Meeting of Stockholders or until her successor has been duly elected and qualified.

Peter Chernin, age 64, has served on our board of directors since January 2011. Mr. Chernin currently owns and runs Chernin Entertainment, which produces motion pictures and television programs, and The Chernin Group, which pursues strategic opportunities in media, technology and entertainment. From 1996 to 2009, Mr. Chernin held various positions at News Corporation, most recently as president and chief operating officer, and as chairman and chief executive officer of The Fox Group, a subsidiary of News Corporation, where he oversaw the global operations of the company’s film, television, satellite, cable and digital media businesses. Prior to that, Mr. Chernin headed Twentieth Century Fox Filmed Entertainment and, earlier, the Fox Broadcasting Company. Prior to joining News Corporation, Mr. Chernin served as president and chief operating officer of Lorimar Film Entertainment, a television production company. Mr. Chernin currently serves on the board of directors of American Express, a diversified financial services company, and has previously served on the boards of directors of various companies in the media industry and the tech industry, including Twitter, News Corporation, Fox Entertainment Group, Gemstar-TV Guide International, E*Trade and DIRECTV. Mr. Chernin holds a Bachelor of Arts degree in English Literature from the University of California, Berkeley. We believe that Mr. Chernin is qualified to serve on our board of directors due to his operating and management experience at a global media corporation, his expertise in online and mobile markets and other new technologies, and his service on the boards of directors of a range of public and private companies.

Roger Faxon, age 67, has served on our board of directors since June 2015. Since 2012, Mr. Faxon has been owner and chief executive of A&R Investments, an investment and consulting firm focused on the media and communications industries. Previously, from 1994 to 2012, Mr. Faxon held various positions at the EMI Group, a music recording and publishing company, including chief executive officer of the music publishing division and most recently as chief executive officer. From 1991 to 1994 he served as the managing director of Sotheby’s Europe, the art auction house. Mr. Faxon holds a Bachelor of Arts degree from The Johns Hopkins University, where he currently serves on its board of directors. We believe Mr. Faxon is qualified to serve on the board of directors due to his operational experience in the music industry.

James M. P. Feuille, age 58, has served on our board of directors since October 2005. Mr. Feuille currently serves as a general partner with Crosslink Capital, an investment and venture capital management company, where he focuses on investments in digital media, internet services, and software and business services. Mr. Feuille has been affiliated with Crosslink Capital since November 2002 and has been a general partner since January 2005. Prior to joining Crosslink Capital, Mr. Feuille served as the global head of technology investment banking at UBS Warburg, a business group of a global financial services firm, chief operating officer at Volpe Brown Whelan & Company, and head of technology investment banking at Robertson Stephens & Company. Mr. Feuille currently serves on the boards of directors of a number of privately-held companies. Mr. Feuille holds a Bachelor of Arts degree in Chemistry from Dartmouth College and a Juris Doctor degree and a Master of Business Administration degree from Stanford University. We believe that Mr. Feuille is qualified to serve on our board of directors due to his experience with the venture capital industry and a wide variety of internet and technology companies, as well as the perspective he brings as an affiliate of one of our major stockholders.

Peter Gotcher, age 56, has served on our board of directors since September 2005. Mr. Gotcher is an independent private investor focusing on investments in digital media technology companies. Mr. Gotcher was a venture partner with Redpoint Ventures, a private investment firm from September 1999 to June 2002. Prior to that, Mr. Gotcher was a venture partner with Institutional Venture Partners, a private investment firm, from 1997 to September 1999. Mr. Gotcher founded Digidesign, a manufacturer of digital audio workstations, and served as its president, chief executive officer and chairman of the board of directors of from 1984 to 1995. Digidesign was acquired by Avid Technology, a media software company, in 1995 and Mr. Gotcher served as the general manager of Digidesign and executive vice president of Avid Technology from January 1995 to May 1996. Mr. Gotcher currently serves as chairman of the board of directors of Dolby Laboratories and serves on the board of directors of GoPro, Inc. Mr. Gotcher holds a Bachelor of Arts degree in English Literature from the University of California, Berkeley. We believe that Mr. Gotcher should serve on our board of directors due to his broad understanding of the operational, financial and strategic issues facing public companies and his background providing guidance and counsel to companies in the digital media industry.

Timothy Leiweke, age 58, has served on our board of directors since April 2015. Mr. Leiweke currently serves as the chief executive officer of Oak View Group, a Los Angeles-based entertainment advisory, development and investment company. He also currently serves on the board of directors of the 2015 Special Olympics World Summer Games and Visit California. From 2013 to 2015, Mr. Leiweke served as the president and chief executive officer of Maple Leaf Sports & Entertainment, a professional sports and commercial real estate company, which is the parent company of the Toronto Maple Leafs, Toronto Raptors, Toronto FC and the Toronto Marlies. From 1996 to 2013, he was the president and chief executive officer of Anschutz Entertainment Group (AEG), a sporting and music entertainment presenter. From 1995 to 1996, he served as president and CEO for U.S. Skiing, the nation governing body for Olympic skiing. Prior to that, he served as president of the

Elizabeth A. Nelson, age 55, has served on our board of directors since 2013. Ms. Nelson currently serves on the boards of Nokia, a global leader in network infrastructure and location-based technologies and Zendesk, a cloud-based customer service platform. Ms. Nelson currently serves as lead independent director and chairs the audit committee at Zendesk, and serves on the audit committee at Nokia. From 1996 through 2005, Ms. Nelson served as the executive vice president and chief financial officer at Macromedia, Inc., where she also served as a director from January 2005 to December 2005. Prior to joining Macromedia, Ms. Nelson held various roles in finance and corporate development at Hewlett-Packard Company, an information technology company. Ms. Nelson’s prior public company board service includes serving as a director of Ancestry.com, an online family history company, from 2009 to 2012, of Autodesk, Inc., a design software company, from 2007 to 2010, of Brightcove, Inc., a cloud-based video company, from 2011 to 2014, of CNET Networks, Inc., an Internet media company, from 2003 to 2008, and of SuccessFactors, Inc., a provider of human resources solutions, from 2007 to 2012. Ms. Nelson holds a Master of Business Administration degree in Finance with distinction from the Wharton School at the University of Pennsylvania and a Bachelor of Science degree from Georgetown University. We believe that Ms. Nelson is qualified to serve on our board of directors due to her operating and management experience in the technology industry and her service on the boards of directors of a range of technology, internet and mobile companies.

Mickie Rosen, age 48, has served on our board of directors since September 2015. Since October 2013, Ms. Rosen has been advising Fortune 100 companies and growth and early stage startups regarding strategy and operations. From 2011 to 2013, Ms. Rosen held various positions at Yahoo!, most recently as SVP of global media & commerce, where she led the media division globally, overseeing product, design, engineering, editorial, business development, partnerships, and marketing solutions. From 2008 to 2011, Ms. Rosen was a partner with digital media venture capital firm, Fuse Capital, where she also co-founded and incubated Tecca, a service helping consumers navigate personal technologies. From 2006 to 2008, she was the SVP and GM of Entertainment for Fox Interactive Media and from 2002 to 2006, Ms. Rosen was the head of product development, marketing, and PR for Fandango. Ms. Rosen has also held executive roles with Quisic, an e-learning start-up, and The Walt Disney Company's Corporate Alliances group and prior to that, was a consultant for McKinsey & Company. Ms. Rosen holds a Bachelors of Arts degree in Economics from the University of California at San Diego and a Master in Business Administration degree from Harvard Business School. We believe that Ms. Rosen is qualified to serve on our board of directors due to her strategic and operational expertise in the fields of media and consumer technology.

Anthony Vinciquerra, age 61, has served on our board of directors since March 2016. Mr. Vinciquerra is senior advisor to Texas Pacific Group (TPG) in the technology, media and telecom sectors and advises TPG on acquisitions and operations across its investing arenas. Mr. Vinciquerra also currently serves on the board of Qualcomm, Inc., where he is a member of its audit committee. Mr. Vinciquerra was the chairman of Fox Networks Group, a media and broadcast television company, from 2008 to 2011 and previous served as its president and chief executive officer from 2002 to 2008. While at Fox, Mr. Vinciquerra managed all operations and strategy matters for a number of broadcast and internet properties, including Fox Television Network, Fox Cable Networks, Fox Sports and Fox International Channels. Mr. Vinciquerra also oversaw concert venues, large scale arenas and professional baseball, basketball and hockey teams in which News Corporation, the parent of Fox Networks Group, held an ownership interest. Prior to working at Fox, Mr. Vinciquerra served as the executive vice president and chief operating officer at Hearst-Argyle Television, a position he held since 1998. Mr. Vinciquerra has also held positions at CBS, KYW-TV in Philadelphia and WBZ-TV in Boston. Mr. Vinciquerra served on the boards of DIRECTV from 2013 until 2015, Motorola Mobility Holdings, Inc. from 2011 to 2012, and Motorola, Inc. from 2007 to 2011. Mr. Vinciquerra holds a Bachelor of Arts degree in Marketing from the State University of New York. We believe that Mr. Vinciquerra is qualified to serve on our board of directors due to his extensive management and operational experience, as well as his knowledge of the media and technology sectors.

Tim Westergren, age 50, is one of our founders and has served as our chief executive officer since March 2016. Mr. Westergren previously served as our chief creative officer and treasurer from February 2000 to May 2002, as our chief executive officer and president from May 2002 to July 2004, and as our chief strategy officer from July 2004 to February 2014. He has served as a member of our board of directors from the company’s inception. Prior to founding Pandora, Mr. Westergren worked as an independent musician, composer and record producer and has over 20 years of experience in the music industry. Mr. Westergren holds a Bachelor of Arts degree from Stanford University, where he studied computer acoustics and recording technology. We believe that Mr. Westergren is qualified to serve on our board of directors based on his historic knowledge of our company as one of our founders and our chief executive officer, the continuity he provides on our board of directors, his strategic vision for Pandora and his background in technology and music.

The board of directors held 10 meetings in the year ended December 31, 2015. Under our corporate governance guidelines, directors are expected to be active and engaged in discharging their duties and to keep themselves informed about our business and operations. Directors are expected to attend all meetings of the board of directors and the meetings of each committee on which they serve and to prepare themselves for those meetings. During the year ended December 31, 2015, each of our directors other than Peter Chernin attended at least 75% of the total number of meetings of the board of directors and the total number of meetings held by each committee on which such director served. In addition, under our corporate governance guidelines, directors are encouraged, but not required, to attend the Annual Meeting of Stockholders, and one director attended our 2015 annual meeting of stockholders.

Our board of directors currently has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each member of these committees is independent as defined by applicable NYSE and SEC rules and each of these committees has a written charter approved by the board of directors. Under our corporate governance guidelines, committee members are appointed by the board of directors based on the recommendation of the nominating and corporate governance committee, except that members of the nominating and corporate governance committee are appointed by the independent members of the board of directors. The current members of the committees are as follows:

The audit committee currently consists of Mr. Faxon, Mr. Feuille and Ms. Nelson with Ms. Nelson serving as the committee’s chairperson. Our board of directors has determined that each member of the committee is “independent” as defined under the NYSE listing standards, Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our corporate governance guidelines, and that each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has determined that each member of the committee is an audit committee “financial expert,” as that term is defined by the applicable rules of the SEC. The audit committee held four meetings during the year ended December 31, 2015. The Report of the Audit Committee for the year ended December 31, 2015 is included below.

The compensation committee currently consists of Messrs. Feuille, Gotcher and Leiweke, with Mr. Feuille serving as the committee’s chairperson. Our board of directors has determined that each member of the committee is “independent” within the meaning of the NYSE listing standards and our corporate governance guidelines. The compensation committee held five meetings during the year ended December 31, 2015. The Report of the Compensation Committee for the year ended December 31, 2015 is included below. The compensation committee has full authority to determine and approve executive officer compensation. It may delegate some of its authority to a sub-committee but may not delegate authority with respect to executive officer compensation except to an independent committee. For further information about the compensation committee’s process for determining executive compensation, including the role of the compensation committee's independent consultant, Compensia, Inc., see “Executive Compensation—Compensation Discussion and Analysis” below.

determined by dividing $200,000 by the trailing 30-day average stock price as of the first day of the month that included the grant date. The trailing 30-day average stock price as of June 1, 2015 was $18.38 and the non-employee directors received an award of 10,882 RSUs on June 4, 2015. Newly elected non-employee directors receive an RSU award equivalent to the pro-rated value of the annual RSU award given to the continuing non-employee directors. These equity awards vest on the earlier of June 4, 2016, the date of the 2016 annual meeting of stockholders or a change in control.

Our board of directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. A substantial majority of our board members are independent directors, under NYSE listing standards, SEC rules and our corporate governance guidelines; our standing board committees (Audit, Compensation and Nominating and Corporate Governance) are comprised solely of and chaired by independent directors; and, our independent directors meet in regularly scheduled executive sessions without management in connection with our regularly scheduled meetings of the board of directors.

Our board of directors is responsible for determining its leadership structure. Currently, the chairman of the board of directors, Mr. Feuille, is an independent director. Our previous chief executive officer and president, Mr. McAndrews, served as chairman of the board from September 2013 until his resignation in March 2016. The board of directors believes that our company and our stockholders are best served by maintaining the flexibility to have any person serve as chairman of the board based on what is in the best interests of our company and our stockholders at a given point in time, and therefore the board of directors does not support placing restrictions on who may serve as its chairman. Our corporate governance guidelines provide that one of our independent directors should serve as a lead independent director at any time when the chief executive officer serves as the chairman of the board, or if the chairman of the board is not otherwise independent. In June 2015, the independent members of our board of directors appointed Mr. Gotcher as lead independent director to preside over periodic executive sessions of our independent directors, serve as a liaison between our then-chairman and the independent directors and perform such additional duties as set forth in our corporate governance guidelines and as our board of directors may otherwise determine and delegate. Mr. Gotcher served as lead independent director until the appointment of Mr. Feuille as chairman of the board in March 2016. Mr. Gotcher succeeded Robert Kavner, an independent director whose term expired in June 2015 and who served as our lead independent director from March 2010 to June 2015.

The board of directors has delegated to certain committees oversight responsibility for those risks that are directly related to their areas of focus. For example, the audit committee coordinates the board of directors’ oversight of our company’s internal control over financial reporting and disclosure controls and procedures and periodically reports to the board of directors on any issues that arise with respect to the quality or integrity of our financial statements, our compliance with legal or regulatory requirements, the independence and performance of our independent auditor and the performance of the internal audit function. In addition, the compensation committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation programs. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with our overall governance practices and the leadership structure of the board of directors (as further described under “Corporate Governance—Board Leadership Structure”). Our board of directors is kept informed of each committee’s risk oversights and other activities via regular reports of the committee chairs to the full board of directors.

As required by the NYSE listing standards and our corporate governance guidelines, a majority of the board of directors is “independent” within the meaning of such standards and guidelines. The board of directors is required to make an affirmative determination at least annually as to the independence of each director. If the Class I and Class II director nominees are elected at the Annual Meeting, the board of directors will be composed of one management director (Mr. Westergren) and eight independent directors. The board has determined that each of the following eight directors is independent (as defined by NYSE listing standards and our corporate governance guidelines): Mr. Chernin, Mr. Faxon, Mr. Feuille, Mr. Gotcher, Mr. Leiweke, Ms. Nelson, Ms. Rosen and Mr. Vinciquerra; and that, therefore, all directors who served during the year ended December 31, 2015 on the audit, compensation and nominating and corporate governance committees were independent under the NYSE listing standards.

The nominating and corporate governance committee is responsible for identifying, reviewing and evaluating candidates to serve on our board of directors and reports to the board of directors regarding its conclusions and recommendations. In identifying and evaluating director nominees, the nominating and corporate governance committee will consider the membership criteria approved by the board of directors and described below, taking into account potential conflicts of interest, the enhanced independence, financial literacy and financial expertise standards that may be required under applicable SEC regulations, NYSE listing standards or our corporate governance guidelines, as well as the current challenges

Stockholders may nominate directors for election at our Annual Meeting of Stockholders by following the provisions set forth in our bylaws, including giving timely notice to our Corporate Secretary at Pandora Media, Inc., 2101 Webster Street, Suite 1650, Oakland, California 94612, Attention: Corporate Secretary. The notice must include information specified in our bylaws, including information concerning the nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and information about the stockholder’s ownership of and agreements related to our stock. The deadline for timely receiving stockholder nominations is disclosed elsewhere in this proxy statement under the caption “Stockholder Proposals for the 2017 Annual Meeting.”

At this time, our nominating and corporate governance committee does not have a formal policy with regard to the consideration of director candidates recommended by stockholders. The board of directors does not believe that a formal policy is merited because the evaluation of potential members of the board of directors is by its nature a case-by-case process based on the composition of the board of directors and the needs and status of our company at the time. Accordingly, the board of directors, or upon delegation, the nominating and corporate governance committee, would consider any such recommendations on a case-by-case basis in their discretion, and, if accepted for consideration, would evaluate any such nominee based on the membership criteria set forth under “Corporate Governance—Director Nominations—General Criteria and Process” above.

Pursuant to our stockholder communications policy, a copy which is available on our Investor Relations website (http://investor.pandora.com) in the “Corporate Governance” section, the General Counsel reviews all correspondence received by Pandora and addressed to members of the board of directors and submits to the appropriate members of the board of directors all correspondence that, in the opinion of the General Counsel, warrants the members’ attention. The General Counsel also provides the board of directors a report on a quarterly basis of any stockholder communications received for which the General Counsel has determined no response is necessary. The General Counsel may also, where the nature of a communication warrants, determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board of directors, a director, an independent advisor or Pandora management.

The following table presents the beneficial ownership of our common stock by each person, or group of affiliated persons, known to us to beneficially own more than 5% of our common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group. This information is as of February 16, 2016, except as otherwise indicated in the notes to the table. Amounts reported under "Number of Shares of Common Stock Beneficially Owned as of February 16, 2016" include the number of shares subject to RSUs and stock options that become exercisable or vest within 60 days of February 16, 2016 (which are shown in the columns to the right). Our named executive officers are the CEO, the CFO, and the three other most highly compensated executive officers in a particular year.



Beneficial Owner	Number of Shares of Common Stock Beneficially Owned as of February 16, 2016⁽¹⁾	Percent of Class			Number of Shares Subject to Options Exercisable as of February 16, 2016 or Which Become Exercisable Within 60 Days of This Date	Number of RSUs That Vest Within 60 Days of February 16, 2016
Greater than 5% Stockholders:
The Vanguard Group, Inc.⁽²⁾	13,601,969	5.97	%		—	—
Directors and Named Executive Officers:
Brian McAndrews	959,256	*			775,000	—
Michael Herring	650,123	*			614,157	—
Sara Clemens	96,802	*			57,291	—
Peter Chernin⁽³⁾	291,403	*			—	—
Roger Faxon	—	—			—	—
James M. P. Feuille⁽⁴⁾	7,832,259	3.44	%		—	—
Simon Fleming-Wood	73,617	*			10,677	—
Peter Gotcher⁽⁵⁾	907,002	*			—	—
Timothy Leiweke	—	—			—	—
Elizabeth Nelson	16,148	*			—	—
Mickie Rosen	—	—			—	—
John Trimble	218,947	*			187,042	—
Tim Westergren⁽⁶⁾	4,138,575	1.79	%		3,697,367	—
Anthony Vinciquerra	—	—			—	—
Current Directors and Officers as a Group (19 persons)⁽⁷⁾	15,482,395	6.64	%	⁽⁸⁾	5,443,895	51,250

Crosslink Ventures, IV L.P., 138 shares held by Crosslink Ventures IV GmbH & Co. KG, 262 shares held by Crosslink Bayview IV, L.L.C., 4,078,233 shares held by Crosslink Crossover Fund V, L.P., 236,235 held by Crosslink Crossover Fund VII-A. L.P., 7,988 shares held by Crosslink Crossover Fund VII-B. L.P., and 725,351 shares held by Crosslink Ventures IV Holdings, L.L.C., collectively the Crosslink Capital funds. Mr. Feuille, one of our directors, is a managing member of the general partner of the Crosslink Capital funds, and therefore may be deemed to share voting power and investment control over the shares held by these entities. Mr. Feuille disclaims beneficial ownership with respect to shares beneficially owned by the Crosslink Capital funds, except to the extent of his pecuniary interests therein. The address for Crosslink Capital is Two Embarcadero Center, Suite 2200, San Francisco, CA 94111.

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than ten percent of our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock. Executive officers, directors and ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. As a matter of practice, we generally assist our executive officers and certain directors in preparing initial ownership reports and reporting ownership changes and we typically file these reports on their behalf. Based solely on our review of copies of any Section 16(a) forms received by us or written representations that no other reports were required, we believe that all of our executive officers, directors and ten percent stockholders complied during the year ended December 31, 2015 with the reporting requirements of Section 16(a) of the Exchange Act.

Stephen Bené has served as our general counsel and corporate secretary since October 2014. Mr. Bené served as senior vice president, general counsel and corporate secretary at Electronic Arts Inc., a video game developer and publisher, from October 2004 to June 2014. Prior to that, Mr. Bené was a staff attorney at Electronic Arts and an associate at the law firm of Fenwick & West LLP. Mr. Bené currently serves on the board of directors of menuMe, Inc., a restaurant menu application and website. Mr. Bené holds a Juris Doctor from Stanford Law School and a Bachelor of Science degree in Mechanical Engineering from Rice University.

Sara Clemens has served as our chief operating officer since March 2016. Previously, she served as chief strategy officer from February 2014 to March 2016. Prior to joining Pandora, Ms. Clemens was an executive-in-residence at Greylock Partners, a venture capital firm, from September 2013 to February 2014. Ms. Clemens served as the vice president of corporate development at LinkedIn Corporation, a professional social networking internet service, from July 2012 to September 2013. Prior to that, from 2007 to 2012, she held a variety of leadership positions at Microsoft Corporation, a provider of software, services, and solutions, including serving as the general manager of strategy and development for Microsoft’s interactive entertainment business from 2010 to 2012. Ms. Clemens holds a Bachelor of Arts degree and Master’s degree with honors from the University of Canterbury in New Zealand.

David Gerbitz has served as our executive vice president, revenue operations since July 2014 and became an executive officer in January 2016. From 2013 to 2014, Mr. Gerbitz was the vice president of global mid-market and small medium business sales at Yahoo!, a digital media and advertising company. Prior to that, Mr. Gerbitz served as vice president of client service operations and account management in North America at Yahoo! from 2011 to 2013. Mr. Gerbitz has also held a variety of leadership positions at Microsoft and Amazon.com. Mr. Gerbitz holds a Bachelor of Arts degree in Organization Communications from the University of Minnesota.

Michael Herring has served as our chief financial officer since February 2013 and as our president since March 2016. Prior to joining Pandora, Mr. Herring served as the vice president of operations at Adobe Systems Incorporated, a provider of digital marketing and digital media solutions, from 2009 to 2013. Mr. Herring served as the chief financial officer and executive vice president of Omniture, Inc., a provider of online business optimization software, from 2004 to 2009. Prior to Omniture, Mr. Herring served as the chief financial officer of MyFamily.com (now Ancestry.com), having joined the company through the acquisition of Third Age Media in 2000. At Third Age Media, Mr. Herring served as vice president of finance. Prior to Third Age Media, he served as controller of Anergen Inc. Mr. Herring currently serves on the board of Fluid, Inc., a software company. Mr. Herring holds a Bachelor of Arts degree in Economics and Political Science from the University of California at Los Angeles.

Christopher Martin has served as our chief technology officer since March 2014 and became an executive officer in January 2016. Mr. Martin joined Pandora in late 2004 just before the company began to transition the business into redefining radio. From 2009 to 2014, Mr. Martin served as VP of engineering. From 2004 to 2009, he held the position of director of software engineering. Prior to joining Pandora, Mr. Martin worked in various engineering capacities at multiple enterprise software companies, including Quintus, Kenamea and QRS/Inovis. Mr. Martin holds a Bachelor degree in Mathematics from the University of California, Berkeley.

Kristen Robinson has served as our chief human resources officer since March 2014 and became an executive officer in January 2016. From 2010 to 2013, Ms. Robinson was the SVP global human resources at Yahoo!, where she led the company's global HR centers of excellence and international HR teams. Prior to that, Ms. Robison held various positions at Hewlett-Packard, Agilent Technologies, and served as the chief HR officer of Verigy. Ms. Robinson holds an MBA from Northwestern University's Kellogg School of Management and a Bachelor of Science degree in Accounting from Boston College.

John Trimble has served as our chief revenue officer since March 2009. Prior to joining us, Mr. Trimble was the executive vice president of sales at Glam Media, a media company, from 2007 to 2009. From 2002 to 2007, Mr. Trimble served as senior vice president of advertising sales for Fox Interactive Media, a provider of internet media management and content broadcasting services. Prior to that, Mr. Trimble also served as director of sales for the Sports Illustrated website, SI.com, and as vice president of sales for Phase2 Media, a men’s vertical advertising network. Mr. Trimble holds a Bachelor of Arts degree in Political Science from St. Lawrence University.

On March 25, 2016, Mr. McAndrews resigned as chief executive officer and president and as a director, and our board of directors named Tim Westergren, a current director and executive officer and one of our founders, as chief executive officer. Also on March 25, 2016, Ms. Clemens became chief operating officer, Mr. Herring took on the additional role of president and Mr. Fleming-Wood resigned as chief marketing officer. Throughout this Compensation Discussion and Analysis, we refer to Mr. McAndrews as our chief executive officer, or CEO, Mr. Fleming-Wood as our chief marketing officer and Ms. Clemens as our chief strategy officer because they held those positions, respectively, during 2015.

Pandora is the world's most powerful music discovery platform, offering a personalized experience for each of our listeners wherever and whenever they want to listen to music—whether through earbuds, car speakers or live on stage. Our vision is to be the definitive source of music discovery and enjoyment for billions. In order to execute on this ambitious vision, we must hire people who are smart, self-motivated and passionate about the work they do at Pandora. As a technology and media company headquartered in the San Francisco Bay Area, with offices across the U.S. in markets such as New York, Chicago, Dallas and Los Angeles, we compete in vibrant and extremely competitive talent markets for the best talent with large, established companies, and with high-potential start-ups. While this challenging talent market continues to be a factor that influences our compensation-related decisions, it is only one of many factors that our Committee considers.

Restricted Stock Units, Market Stock Units and Stock Options – During 2015, we granted our CEO RSUs and MSUs, as compared to the mix of option and RSU awards granted in 2013. In light of our CEO's new hire equity awards, our CEO did not receive an equity grant in 2014. Our equity awards vest over multiple years based on continued service or, in the case of MSUs, continued service and performance, providing an at-risk variable pay opportunity. Because the ultimate value of these awards is directly related to the value of Pandora’s common stock, these rewards help align the financial interests of our CEO with those of our stockholders.



WHAT WE DO		WHAT WE DON'T DO

	Maintain a completely independent compensation committee. Our Committee consists solely of independent directors who establish our compensation practices.		Guarantee salary increases or bonuses. None of our NEOs are guaranteed salary increases or bonuses. Salary increases are evaluated annually and bonuses are based on achievement of revenue and profit targets that are set by the Committee at the beginning of each fiscal year.

	Use a pay-for-performance model. Our executive compensation program focuses on corporate results and aligns with stockholder interests by creating highly leveraged plans with a focus on long-term financial and stock-price performance.		Permit hedging or short sales. All of our employees, including our board members and our executives, are prohibited from engaging in short sales or transactions in derivative securities, including hedging transactions.

	Retain an independent compensation consultant. Our Committee retains Compensia, Inc. as its advisor to provide analysis, advice and guidance on executive compensation—independent of management.		Permit pledging. All of our employees, including our board members and our executives, are prohibited from pledging their equity as collateral for loans.

	Use performance-based equity aligned with stockholder return. Beginning in 2015, the Committee introduced a performance-based equity award, which we call an MSU, as a component of our annual grants to all of our NEOs.		Allow tax gross-ups. We do not provide tax “gross-ups” in our executive severance or change in control policy or as part of any annual compensation practice, other than in connection with standard relocation and parking allowance practices.

	Maintain a claw-back policy. A claw-back policy to prevent employees from benefiting from erroneously-paid cash incentives that result from their misconduct has been in place since 2014.		Provide special perquisites. We do not provide special perquisites to our NEOs, other than benefits that are generally available to all of our employees, such as our employee stock purchase plan, 401(k) plan, group health insurance, and short- and long-term disability insurance.

	Maintain equity ownership guidelines for executives and directors. Since 2014, we have maintained the following stock ownership guidelines for our executives: • CEO: 300% of annual base salary • All other executives: 100% of annual base salary Since 2013, we have maintained equity ownership guidelines for our board members equal to 300% of their annual retainer.		Allow re-pricing of options without stockholder approval. Our commitment to stockholder alignment means that our board is not able to re-price options that may be “under water” without obtaining and receiving stockholder approval.

Our Committee has overall responsibility for administering our executive compensation programs. In fulfilling this responsibility, our Committee sets the target total direct compensation opportunities, as well as each individual compensation component, for our executives, including our NEOs (other than the CEO). In making compensation-related decisions, our Committee reviews compensation data for comparable businesses and assesses both our historical performance and forward prospects compared to those companies. Our Committee also solicits the CEO’s views as to the individual performance and potential of the executives that report to him, and his views on the appropriate compensation of those executives. With this information, and the advice of its independent compensation consultant, our Committee uses its own business judgment and experience to set the compensation elements and amounts for all executives, other than the CEO. As part of its decision-making process, our Committee takes into account our annual and long-term financial and operational performance, our long-term strategic and operational initiatives, the past performance and expected future contributions of our executives, their individual expertise, skills and experience.

In December 2015, our Committee, with the assistance of Compensia, re-assessed our peer group to determine if it was still comparable in terms of our key selection criteria. Our growth in revenue and decline in market capitalization resulted in a decision by our Committee in December 2015 to remove Akamai Technologies, CommVault Systems, LinkedIn, Palo Alto Networks, Red Hat, The Ultimate Software Group and Workday from the peer group because the business profiles of these companies were no longer comparable to ours. The Committee removed FactSet Research Systems because it operates in a different industry and the Committee felt it no longer provided a relevant comparison, and the Committee removed Concur Technologies because it was acquired in late 2014. The Committee also added ACI Worldwide, Endurance International, GoDaddy, HomeAway, Web.com Group, WebMD Health and Yelp because these companies fit well with our key selection criteria. As a result of this reassessment, our peer group as of the end of 2015 was as follows:



Compensation Element	What the Element Rewards	Purpose and Key Features	2015 Decisions

Variable cash incentive
- under our Corporate Incentive Plan	Achievement of corporate and business-level performance objectives (for 2015, annual revenue and EBITDA).	Motivates participants to achieve corporate financial performance objectives during the year. Payouts for 2015 could range from 0% to 200% of target depending on achievement of these objectives.	No change in target bonus levels compared to 2014. Based on performance, the CIP plan paid out at 70% of the target opportunity.

- under a standalone sales compensation plan (CRO only)	Achievement of business-level performance objectives (for 2015, U.S. ad revenue and advertising RPM).	Motivates the chief revenue officer to achieve sales performance objectives during the year. Payouts for 2015 could range from 0% to 250% of target depending on achievement of these objectives.	Adopted a plan design similar to our CIP plan, with a primary and secondary variable that determine the payment levels.

Long-term equity incentives	Achievement of performance objectives designed to enhance long-term stockholder interests and attract, motivate and reward employees over extended periods of time. Multi-year vesting requirements also promote retention.	We grant our NEOs annual awards of RSUs that vest over multiple years and provide an at-risk variable pay opportunity, and annual awards of MSUs that vest between 0% and 200% of target over three performance periods based on Pandora's TSR compared to the Russell 2000 Index TSR. Because the ultimate value of these awards is directly related to the value of Pandora’s common stock, these rewards help align the financial interests of executives with those of stockholders.	Our CEO received equity grants with a 1:1 ratio of MSUs to time-based RSUs, and our other NEOs received equity grants with at least 40% of the number of units granted as MSUs rather than time-based RSUs. The grants are described below in "Long-term Equity Incentives."

Our chief revenue officer is our only executive who participates in both our CIP and an additional sales compensation plan. Seventy percent of Mr. Trimble's target variable compensation was tied to his additional sales compensation plan, which the Committee approved at the beginning of 2015. Mr. Trimble's plan is based on the actual quarterly achievement against budgeted U.S. advertising revenue performance and target revenue per thousand listener hours (“RPMs”), with each metric weighted at 50%. Mr. Trimble's cash incentive for 2015 under this plan could range from 0% to 250% of a target cash incentive of $280,000 depending on achievement of these objectives. Performance for RPMs exceeded the target in 3 of 4 quarters in 2015, and performance for ad sales exceeded the target in 1 of 4 quarters, resulting in a realized 2015 cash incentive for Mr. Trimble under this plan of $352,100, or 126% of target.

Long-term equity incentives comprise the largest component of our executive compensation program as our Committee believes that our executives have a significant impact on our business success over time and, therefore, the creation of long-term stockholder value. To align our NEOs’ interests with those of our stockholders, provide long-term incentive opportunities, and drive retention, we use a variable mix of equity awards, including stock options, RSUs and stock-performance-based market stock units ("MSUs"). While stock options and RSUs remain valuable compensation tools for us, in 2015 our Committee included MSUs as part of our annual equity grants in order to further increase the pay-for-performance connection, and stockholder alignment, of our long-term incentive program.

In March 2015, our CEO received an equity grant of RSUs representing 255,000 shares of our common stock, which vests over 4 years, and a grant of MSUs representing 255,000 shares of our common stock, which vests as explained below. As a result of these grants, our CEO receives the majority of his compensation through long-term equity grants in a 1:1 ratio between time-based RSUs and MSUs, which we believe aligns his interests with those of our stockholders. Also in March 2015, our CFO and our other NEOs received equity grants with at least 40% of the number of units granted as MSUs rather than time-based RSUs. Our Committee observed a significant increase in equity grant values in our peer group in 2013 and 2014, and our March 2015 equity grant was designed to maintain competitive compensation with our peer group while also aligning executive compensation with the interests of our stockholders.

MSUs are RSUs that vest according to Pandora’s relative stock price performance. Specifically, MSUs measure Pandora’s total stockholder return (“TSR”) performance against that of the Russell 2000 Index during three performance periods. Pandora’s relative TSR is calculated using the average adjusted closing stock price of Pandora stock, and the Russell 2000 Index, for ninety calendar days prior to the beginning of each performance period and the last ninety calendar days of the performance period. The target MSUs are divided during three performance periods as follows:

For each performance period, a “performance multiplier” is calculated by comparing Pandora’s relative TSR for the period to the Russell 2000 Index TSR for the same period. The target number of shares will vest if the Pandora TSR is equal to the Russell 2000 Index TSR for the period. For each percentage point that the Pandora TSR falls below the Russell 2000 Index TSR for the period, the performance multiplier is decreased by three percentage points. For each percentage point that the Pandora TSR exceeds the Russell 2000 Index TSR for the Three-Year Performance Period, the performance multiplier is increased by two percentage points. The performance multiplier is capped at 100% for the One-Year and Two-Year Performance Periods. However, the full award is eligible for a payout of up to 200% of target with all upside tied to the Three-Year Performance Period.

We believe a combination of severance and change in control arrangements will help our executives maintain continued focus and dedication to their responsibilities in the event of a change in control of the Company, and thus help maximize stockholder value in that event. Rather than having individual severance negotiations with each of our executives at the time of hire, or at the time a change in control event occurs, our Committee has previously adopted a program to provide uniform severance arrangements for our NEOs other than our CEO, and a slightly enhanced severance arrangement for our CEO. These severance arrangements are coupled with "double trigger" change in control payout conditions, in order to promote retention while minimizing the chance of undeserved payouts. Our severance and change in control arrangements are described in detail below under "Executive Compensation—Potential Payments on Termination and Change in Control".



Name and Principal Position	Year	Salary ($)	Bonus⁽⁵⁾ ($)	Stock Awards⁽⁶⁾ ($)	Option Awards⁽⁶⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁷⁾ ($)	All Other Compensation ($)	Total ($)
Brian McAndrews, Chief Executive Officer⁽¹⁾	2015	545,833	385,550	5,572,619	—	—	—	6,504,002
	2014	500,000	455,000	—	—	—	25,448	980,448
	2013	153,425	150,000	10,690,000	18,153,321	—	20,642	29,167,388
Michael Herring, Chief Financial Officer⁽²⁾	2015	387,917	164,034	2,113,078	—	—	—	2,665,029
	2014	365,000	199,290	268,948	269,700	—	4,422	1,107,360
	2013	320,274	197,000	—	7,882,676	—	45,718	8,445,668
Sara Clemens, Chief Strategy Officer⁽³⁾	2015	368,333	129,685	2,113,078	—	—	—	2,611,096
Sara Clemens, Chief Strategy Officer⁽³⁾	2014	298,219	159,250	2,235,600	2,285,518	—	—	4,978,587
Simon Fleming-Wood, Chief Marketing Officer⁽⁴⁾	2015	334,167	117,418	1,582,459	—	—	—	2,034,044
	2014	325,000	147,875	435,620	431,942	—	—	1,340,437
	2013	315,000	110,250	—	—	—	—	425,250
John Trimble, Chief Revenue Officer	2015	400,000	84,120	2,113,078	—	352,100	—	2,949,298
	2014	400,000	109,200	488,652	484,617	229,453	—	1,711,922
	2013	366,027	84,000	2,272,000	—	185,920	—	2,907,947



Name	Grant Date		Award Type	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target			Estimated Possible Payouts Under Equity Incentive Plan Awards Target			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)
Name	Grant Date		Award Type	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)
Brian McAndrews	3/26/2015	⁽²⁾	MSU	—	—	—	—	255,000	510,000	—	1,538,519
	3/26/2015	⁽³⁾	RSU	—	—	—	—	—	—	255,000	4,034,100
Michael Herring	3/11/2015	⁽²⁾	MSU	—	—	—	—	77,000	154,000	—	414,528
	3/11/2015	⁽³⁾	RSU	—	—	—	—	—	—	115,000	1,698,550
Sara Clemens	3/11/2015	⁽²⁾	MSU	—	—	—	—	77,000	154,000	—	414,528
	3/11/2015	⁽³⁾	RSU	—	—	—	—	—	—	115,000	1,698,550
Simon Fleming-Wood	3/11/2015	⁽²⁾	MSU	—	—	—	—	58,000	116,000	—	312,239
Simon Fleming-Wood	3/11/2015	⁽³⁾	RSU	—	—	—	—	—	—	86,000	1,270,220
John Trimble	1/9/2015	⁽⁵⁾	Sales	—	280,000	700,000	—	—	—	—	—
	3/11/2015	⁽²⁾	MSU	—	—	—	—	77,000	154,000	—	414,528
	3/11/2015	⁽³⁾	RSU	—	—	—	—	—	—	115,000	1,698,550



			Option Awards				Stock Awards
Name	Grant Date		Numbers of Securities Underlying Unexercised Options (#) Exercisable	Numbers of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Numbers of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Brian McAndrews	3/26/2015	⁽¹⁾	—	—	—	—	—	—	255,000	3,419,550
	3/26/2015	⁽²⁾	—	—	—	—	255,000	3,419,550	—	—
	9/11/2013	⁽³⁾	—	—	—	—	50,000	670,500	—	—
	9/11/2013	⁽⁴⁾	—	—	—	—	240,000	3,218,400	—	—
	9/11/2013	⁽⁵⁾	675,000	825,000	21.38	9/11/2023	—	—	—	—
Total			675,000	825,000			545,000	7,308,450	255,000	3,419,550

Michael Herring	3/11/2015	⁽¹⁾	—	—	—	—	—	—	77,000	1,032,570
	3/11/2015	⁽²⁾	—	—	—	—	115,000	1,542,150	—	—
	3/3/2014	⁽⁶⁾	—	—	—	—	3,994	53,560	—	—
	3/3/2014	⁽⁷⁾	5,600	7,200	37.88	3/3/2024	—	—	—	—
	2/1/2013	⁽⁵⁾	524,158	541,667	11.45	2/1/2023	—	—	—	—
Total			529,758	548,867			118,994	1,595,710	77,000	1,032,570

Sara Clemens	3/11/2015	⁽¹⁾	—	—	—	—			77,000	1,032,570
	3/11/2015	⁽²⁾	—	—	—	—	115,000	1,542,150	—	—
	2/24/2014	⁽⁸⁾	—	—	—	—	45,000	603,450	—	—
	2/24/2014	⁽⁷⁾	50,416	59,584	37.26	2/24/2024	—	—	—	—
Total			50,416	59,584			160,000	2,145,600	77,000	1,032,570

Simon Fleming-Wood	3/11/2015	⁽¹⁾	—	—	—	—	—	—	58,000	777,780
Simon Fleming-Wood	3/11/2015	⁽²⁾	—	—	—	—	86,000	1,153,260	—	—
	3/3/2014	⁽⁶⁾	—	—	—	—	6,469	86,749	—	—
	3/3/2014	⁽⁷⁾	8,968	11,532	37.88	3/3/2024	—	—	—	—
Total			8,968	11,532			92,469	1,240,009	58,000	777,780

John Trimble	3/11/2015	⁽¹⁾	—	—	—	—	—	—	77,000	1,032,570
	3/11/2015	⁽²⁾	—	—	—	—	115,000	1,542,150	—	—
	3/3/2014	⁽⁶⁾	—	—	—	—	7,257	97,316	—	—
	3/3/2014	⁽⁷⁾	10,062	12,938	37.88	3/3/2024	—	—	—	—
	1/19/2012	⁽⁷⁾	156,250	10,417	13.26	1/19/2022	—	—	—	—
	7/7/2009		8,396	—	0.16	7/8/2019	—	—	—	—
Total			174,708	23,355			122,257	1,639,466	77,000	1,032,570



	Involuntary Termination			Change in Control	Change in Control Followed by Involuntary Termination
Name	Cash⁽¹⁾ ($)	Equity⁽²⁾ ($)	Total	Equity ($)	Cash⁽¹⁾ ($)	Equity⁽²⁾⁽³⁾ ($)	Total
Brian McAndrews	964,550	3,444,680	4,409,230	—	1,416,000	9,098,015	10,514,015
Michael Herring	376,034	780,057	1,156,091	—	653,000	3,197,746	3,850,746
Sara Clemens	331,685	782,246	1,113,931	—	584,000	2,685,969	3,269,969
Simon Fleming-Wood	301,918	406,886	708,804	—	531,500	1,647,043	2,178,543
John Trimble	301,120	540,832	841,952	—	549,000	2,181,398	2,730,398

Our board of directors has adopted a written related-person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect material interest, as determined by the audit committee of our board of directors, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, and indebtedness, guarantees of indebtedness or employment by us of a related person. In reviewing any such proposal, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, the commercial reasonableness of the terms, the benefit or perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person.

The audit committee of the board of directors has appointed Ernst & Young LLP, independent registered public accounting firm, to audit our consolidated financial statements for the year ending December 31, 2016. Ernst & Young LLP has audited our consolidated financial statements since April 2010. During the last five years and subsequent interim period preceding their engagement, Ernst & Young LLP was not consulted by us or by anyone acting on our behalf regarding any of the matters or events set forth in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions. Services provided to us by Ernst & Young LLP are described under “Fees Paid to Ernst & Young LLP” below.

Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. The board of directors, however, is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the audit committee and the board of directors will reconsider whether or not to retain the firm. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Pandora and its stockholders.

As required by the audit committee charter, the audit committee pre-approves the engagement of Ernst & Young LLP for all audit and permissible non-audit services. The audit committee annually reviews the audit and permissible non-audit services performed by Ernst & Young LLP and reviews and approves the fees charged by Ernst & Young LLP. The audit committee has considered the role of Ernst &Young LLP in providing tax and audit services and other permissible non-audit services to Pandora and has concluded that the provision of such services was compatible with the maintenance of Ernst & Young LLP’s independence in the conduct of its auditing functions. All of the services described under Audit-Related Fees, Tax Fees and All Other Fees in the table above were pre-approved by the audit committee.

The amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) is made to comply with the conditions imposed by the Federal Communications Commission (“FCC”) in the Declaratory Ruling issued on May 1, 2015 (the “Declaratory Ruling”) in connection with our acquisition of the license to operate the FM radio station KXMZ. The Communications Act of 1934, as amended (the “Communications Act”), restricts foreign investors, such as non-U.S. citizens or corporations or partnerships organized or formed under the laws of a foreign nation, from owning or voting more than 20% of the capital stock of a broadcast license holder, or more than 25% of the capital stock of an entity that directly or indirectly controls a broadcast license holder (the “Foreign Ownership Limitations”). In June 2013, we entered into an agreement to purchase the assets of KXMZ-FM. The completion of the acquisition was subject to regulatory approval by the FCC, which we received through the Declaratory Ruling. The Declaratory Ruling was granted by the FCC subject to certain conditions which include a requirement that we make modifications to our Amended and Restated Certificate of Incorporation which must include the right of the Company to request and obtain information regarding the citizenship of beneficial owners and those with voting rights and, if necessary to comply with the Communications Act or any requirement or condition of the Declaratory Ruling, the right to take any and all actions that the Board of Directors deem necessary to so comply or cure any noncompliance. The specific changes set forth in the Declaratory Ruling that we must incorporate into our Amended and Restated Certificate of Incorporation include: (1) the right to restrict the transfer of shares to aliens; (2) the right to require disclosure when an alien acquires beneficial ownership of, or voting interest in, shares; and (3) the right to compel the redemption of shares held by aliens.

The Amendment, which is similar to provisions included in the organizational documents of numerous other media companies, is intended to reduce the risk that a stockholder’s ownership or proposed ownership of our capital stock violates FCC regulatory limitations and thereby limits our flexibility to operate without interruption in strategic markets. The provisions added by the Amendment reduce this risk by granting us the ability to, among other things, request that certain stockholders furnish to us certain information, including but not limited to information with respect to such stockholders’ citizenship, ownership structure and other ownership interests and affiliations, as we shall reasonably request if we believe that the ownership or proposed ownership of shares of our capital stock by any stockholder may (i) result in any inconsistency with or violation of the laws administered or enforced by the FCC, including the Communications Act, (ii) materially limit or materially impair any existing business activity of the Company or any of its subsidiaries under such laws, (iii) materially limit or materially impair under such laws the acquisition of an attributable interest in a full-power radio station by the Company or any of its subsidiaries, (iv) subject us or any of our subsidiaries to any regulation by such laws having a material effect on us or any of our subsidiaries, or (v) be subject to FCC reporting requirements regarding such stockholder.

Further, if a stockholder does not provide, within a timely manner, the information requested by us to determine whether a person’s ownership or proposed ownership could result in a FCC regulatory limitation or to ensure compliance with regulatory reporting requirements, or if we conclude that a stockholder’s ownership, conversion, or proposed ownership of, or that a stockholder’s exercise of any rights of ownership with respect to, shares of our capital stock, either alone or in combination with other existing or proposed ownership of shares of capital stock of any other person, would result in any instances set forth in items (i) through (iv) listed in the preceding paragraph, the Amendment grants us the ability to, among other things:

Copies of our Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, exclusive of exhibits, may be obtained for free by directing written requests to Pandora Media, Inc., 2101 Webster Street, Suite 1650, Oakland, California 94612, Attention: Investor Relations or by calling (510) 842-6960. You may also obtain our Annual Report on Form 10-K on the SEC’s website (https://www.sec.gov) or our Annual Report, including our Annual Report on Form 10-K on our Investor Relations website (http://investor.pandora.com) in the “Annual Report and Proxy” section.

Stockholders intending to present a proposal at the 2017 Annual Meeting, but not to include the proposal in our proxy statement, must comply with the requirements set forth in our bylaws. The bylaws require, among other things, that a stockholder must submit a written notice of intent to present such a proposal to our Corporate Secretary at our principal executive offices not less than 90 days and no more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting of Stockholders (as long as the date of the Annual Meeting is not advanced more than 30 days or delayed more than 70 days after the anniversary date). Therefore, our Corporate Secretary must receive notice of such proposal for the 2017 Annual Meeting no later than the close of business on March 3, 2017 and not earlier than the close of business on February 1, 2017. If the notice is received after March 3, 2017 or before February 1, 2017 it will be considered untimely and we will not be required to present it at the 2017 Annual Meeting.

(A) Restrictions on Stock Ownership or Transfer. As contemplated by this Article XI, the Corporation may restrict the ownership, conversion, or proposed ownership, of shares of capital stock of the Corporation by any person if such ownership, conversion or proposed ownership, either alone or in combination with other actual or proposed ownership (including due to conversion) of shares of capital stock of any other person, would (1) be inconsistent with, or in violation of, any provision of the Federal Communications Laws (as hereinafter defined), (2) materially limit or materially impair any existing business activity of the Corporation or any of its subsidiaries under the Federal Communications Laws, (3) materially limit or materially impair under the Federal Communications Laws the acquisition of an attributable interest in a full-power radio station by the Corporation or any of its subsidiaries for which the Corporation or its subsidiary has entered into a definitive agreement with a third party or (4) subject the Corporation or any of its subsidiaries to any regulation under the Federal Communications Laws having a material effect on the Corporation or any subsidiary of the Corporation to which the Corporation or any subsidiary of the Corporation would not be subject but for such ownership, conversion or proposed ownership. For purposes of this Article XI, the term “Federal Communications Laws” shall mean any law administered or enforced by the Federal Communications Commission or any successor governmental agency (the “FCC”), including, without limitation, the Communications Act of 1934, as amended (the “Communications Act”), and regulations thereunder pertaining to the ownership and/or operation or regulating the business activities of (a) any radio station or other medium of mass communications or (b) any provider of programming content to any such medium. The Corporation may, but is not required to, take any action permitted under this Article XI; and the grant of specific powers to the Corporation under this Article XI shall not be deemed to restrict the Corporation from pursuing, alternatively or concurrently, any other remedy or alternative course of action available to the Corporation.

(B) Requests for Information. If the Corporation believes that the ownership or proposed ownership of shares of capital stock of the Corporation by any person (whether by reason of a change in such person’s ownership, a change in the number of shares outstanding overall or in any class, or for any other reason) may (1) result in any inconsistency with or violation of the Federal Communications Laws as set forth in Section A of this Article XI, including, without limitation, any inconsistency with or violation of Section 310(b) of the Communications Act or Section 73.3555 of the FCC’s regulations as set forth in 47 C.F.R. 73.3555, (2) materially limit or materially impair any existing business activity of the Corporation or any of its subsidiaries under the Federal Communications Laws, (3) materially limit or materially impair under the Federal Communications Laws the acquisition of an attributable interest in a full-power radio station by the Corporation or any of its subsidiaries for which the Corporation or its subsidiary is considering entering into a definitive agreement with a third party, (4) subject the Corporation or any of its subsidiaries to any regulation under the Federal Communications Laws having a material effect on the Corporation or any subsidiary of the Corporation to which the Corporation or any subsidiary of the Corporation

(C) Denial of Rights, Refusal to Transfer. (1) If (i) any person from whom information is requested pursuant to Section B of this Article XI does not provide all the information requested by the Corporation completely and accurately in a timely manner or (ii) the Corporation shall conclude that a stockholder’s ownership, conversion, or proposed ownership of, or that a stockholder’s exercise of any rights of ownership with respect to, shares of capital stock of the Corporation, either alone or in combination with other existing or proposed ownership of shares of capital stock of any other person, would result in (a) an inconsistency with or violation of the Federal Communications Laws, (b) a material limitation or material impairment of any existing business activity of the Corporation or any of its subsidiaries under the Federal Communications Laws, (c) a material limitation or material impairment under the Federal Communications Laws of the acquisition of an attributable interest in a full-power radio station by the Corporation or any of its subsidiaries for which the Corporation or its subsidiary has entered into a definitive agreement with a third party or (d) subjecting the Corporation or any of its subsidiaries to any regulation under the Federal Communications Laws having a material effect on the Corporation or any subsidiary of the Corporation to which the Corporation or any subsidiary of the Corporation would not be subject but for such ownership or proposed ownership, then in the case of either clause (i) or any provision of clause (ii) of this Section C(1), the Corporation may (A) refuse to permit the transfer to such proposed stockholder or conversion by such stockholder of shares of capital stock of the Corporation, (B) require the conversion of any or all shares of capital stock held by such stockholder into shares of any other class of capital stock in the Corporation with equivalent economic value, (C) require the exchange of any or all shares of capital stock held by such stockholder for warrants to acquire, at a nominal exercise price, the same number and class of shares of capital stock in the Corporation, (D) condition the acquisition (including due to conversion) of such shares of capital stock on the prior consent of the FCC, to the extent such consent is required, (E) redeem any or all such shares of capital stock of the Corporation held by such stockholder in accordance with the terms and conditions set forth in Section C(2) of this Article XI, and/or (F) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such stockholder or proposed stockholder, with a view towards obtaining such information or preventing or curing any situation described in clause (i) or in any provision of clause (ii) of this Section C(1).

(iv) at least 15 days’ prior written notice of the Redemption Date (as hereinafter defined) shall be given to the record holders of the shares selected to be redeemed (unless waived in writing by any such holder); provided that the Redemption Date shall be the date on which written notice shall be given to record holders if the cash necessary to effect the redemption shall have been indefeasibly deposited in trust for the benefit of such record holders and is then subject to immediate payment to them upon surrender of the stock certificates or compliance with The Depositary Trust Company or any successor depositary (“DTC”) policies and procedures for the redemption of book-entry securities for their redeemed shares;

traded preceding the day on which notice of redemption shall be given pursuant to Section C(2)(iv) of this Article XI; provided, however, that if such shares of capital stock are not traded on any national securities exchange, Fair Market Value shall mean the average of the reported bid and asked prices in any over-the-counter quotation system selected by the Corporation during the 30 most recent days during which such shares were traded immediately preceding the day on which notice of redemption shall be given pursuant to Section C(2)(iv) of this Article XI, or if trading of such shares is not reported in any over-the-counter quotation system, Fair Market Value shall be determined by the Board of Directors in good faith; and provided, further, that “Fair Market Value” as to any stockholder who purchased such stockholder’s shares of capital stock within 120 days of a Redemption Date need not (unless otherwise determined by the Board of Directors) exceed the purchase price paid by such stockholder.

D. Authority of Board of Directors. In the case of an ambiguity in the application of any of the provisions of this Article XI, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article XI permits any action by the Corporation but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine whether to take any action and the action to be taken (if any) so long as such action is not contrary to the provisions of this Article XI. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation and all other persons for all other purposes of this Article XI. The Board of Directors may delegate all or any portion of its powers under this Article XI to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article XI through duly authorized officers or agents of the Corporation. Nothing in this Article XI shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

E. Reliance. To the fullest extent permitted by law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon any information provided by any person pursuant to this Article XI (including, without limitation, Section B of this Article XI) and the information, opinions, reports or statements of the chief executive officer, the chief financial officer or the principal accounting officer of the Corporation and the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making any determinations and findings contemplated by this Article XI. The members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any shares of stock of the Corporation owned by any stockholder, the Corporation is entitled to rely on the existence or absence of filings of Schedule 13D or 13G under the Securities Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of shares of stock of the Corporation.



PANDORA MEDIA, INC. 2101 WEBSTER STREET SUITE 1650 OAKLAND, CA 94612		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 31, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 31, 2016. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PANDORA MEDIA, INC.

For

All

Withhold

All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following Class I director and three Class II directors:

1. Election of Directors

Nominees:

Class I (term to expire 2018)

01) Mickie Rosen

Class II (term to expire 2019)

02) James M.P. Feuille

03) Peter Gotcher

04) Elizabeth Nelson

The Board of Directors recommends you vote FOR proposals 2 and 3:

For

Against

Abstain

2. To ratify the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the year ending December 31, 2016.

3. To approve an amendment to our Amended and Restated Certificate of Incorporation.

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date




Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report on Form10-K are available at www.proxyvote.com.


			PANDORA MEDIA, INC. Annual Meeting of Stockholders June 1, 2016 9:00 AM PT This proxy is solicited by the Board of Directors
			The undersigned hereby constitutes and appoints Tim Westergren, Michael Herring and Stephen Bené and, each of them, as proxies, each with the power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of PANDORA MEDIA, INC., registered in the name of the undersigned, as of April 6, 2016, at the Annual Meeting of Stockholders of PANDORA MEDIA, INC. to be held June 1, 2016 at 9:00 AM PT at Cathedral of Christ the Light Event Center, Conference Room C, 2121 Harrison St., Oakland, CA 94612 and any and all adjournments or postponements of that meeting. Receipt of the Notice of 2016 Annual Meeting and Proxy Statement is hereby acknowledged. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations (i.e. FOR the election of the four director nominees (Proposal 1) and FOR Proposals 2 and 3). In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
			Continued and to be signed on reverse side



Filed by the Registrant ý		Filed by a Party other than the Registrant ¨
Check the appropriate box:
ý	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12



	PAGE
PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS	1
ABOUT THE MEETING	1
When and where is the meeting being held?	1
What is the purpose of the Annual Meeting?	1
Who is entitled to notice of and to vote at the meeting?	1
Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a paper copy of printed materials?	1
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?	2
What is “householding” and how does it affect me?	2
If I am a stockholder of record of Pandora shares, how do I vote?	2
If I am the beneficial owner of Pandora shares held in street name, how do I vote?	3
Can I change my vote after I have voted?	3
What if I don’t give specific voting instructions?	3
What constitutes a quorum?	3
What vote is required to approve each item?	4
How are abstentions and broker non-votes treated?	4
What are the recommendations of the board of directors?	4
Who will count the vote?	4
When will the voting results be announced?	4
Is Pandora paying the cost of this proxy solicitation?	5
Is the Annual Meeting being webcast?	5
PROPOSAL NO. 1 ELECTION OF CLASS I AND CLASS II DIRECTORS	6
BOARD OF DIRECTORS	9
Board Composition	9
Board Meetings	9
Board Committees	9
Director Compensation	11
CORPORATE GOVERNANCE	13
Corporate Governance Guidelines	13
Board Leadership Structure	13
Board’s Role in Risk Oversight	14
Compensation Committee Interlocks and Insider Participation	14
Director Independence	14
Director Nominations	14
Communications with the Board of Directors	15
Code of Business Conduct and Ethics	16
Transactions in Company Securities	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
Section 16(a) Beneficial Ownership Reporting Compliance	18
MANAGEMENT	19
EXECUTIVE COMPENSATION	21
Compensation Discussion and Analysis	21
Risk Assessment of Compensation Programs	35
Report of the Compensation Committee	35
2015 Summary Compensation Table	36
2015 Grants of Plan-Based Awards	37
2015 Outstanding Equity Awards at Fiscal Year-End	38



	PAGE
2015 Options Exercised and Stock Vested	39
2015 Potential Payments on Termination and Change in Control	39
Equity Compensation Plan Information	40
REPORT OF THE AUDIT COMMITTEE	41
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	42
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43
PROPOSAL NO. 3 APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	45
AVAILABILITY OF ANNUAL REPORT	47
OTHER MATTERS	47
STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING	47
APPENDIX A: CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	A-1



Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾⁽³⁾ ($)	Option Awards⁽³⁾ ($)	Total ($)
Peter Chernin	42,500	196,747	—	239,247
Roger Faxon	30,144	196,747	—	226,891
James M.P. Feuille	64,306	196,747	—	261,053
Peter Gotcher	68,984	196,747	—	265,731
Timothy Leiweke⁽⁴⁾	32,218	256,328	—	288,546
Elizabeth A. Nelson	67,871	196,747	—	264,618
Mickie Rosen⁽⁵⁾	11,495	154,381	—	165,876



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			Respectfully,

			Tim Westergren
			Chief Executive Officer, Founder and Director
			April 22, 2016




NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2016


1.	To elect one Class I director to serve until our 2018 Annual Meeting of Stockholders and three Class II directors to serve until our 2019 Annual Meeting of Stockholders or, in each case, until their respective successors are duly elected and qualified;


2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016;


3.	To consider and act upon a Company proposal to amend our Amended and Restated Certificate of Incorporation to impose certain ownership restrictions on our stock in order to comply with the conditions set forth in the Declaratory Ruling issued by the Federal Communications Commission (FCC) on May 1, 2015 in connection with our acquisition of the license to operate the FM radio station KXMZ; and


4.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.



			By order of the board of directors,

			Stephen Bené
			General Counsel and Corporate Secretary

			Oakland, California
			April 22, 2016


•	the election of one Class I director to serve until our 2018 Annual Meeting of Stockholders and three Class II directors to serve until our 2019 Annual Meeting of Stockholders or, in each case, until their respective successors are duly elected and qualified;


•	the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016;


•	the amendment of our Amended and Restated Certificate of Incorporation; and



	TABLE OF CONTENTS


•	any other matters that may properly be presented at the Annual Meeting.



James M.P. Feuille	Director since October 2005
Peter Gotcher	Director since September 2005
Elizabeth A. Nelson	Director since July 2013



Timothy Leiweke	Director since April 2015
Roger Faxon	Director since June 2015



Peter Chernin	Director since January 2011
Anthony Vinciquerra	Director since March 2016
Tim Westergren	Director since January 2000


•	the Class I directors are Mr. Faxon, Mr. Leiweke and Ms. Rosen and their terms, including the term of Ms. Rosen, if elected, will expire at the Annual Meeting of Stockholders to be held in 2018;


•	the Class II directors are Mr. Feuille, Mr. Gotcher and Ms. Nelson, and their terms will expire at the Annual Meeting; and


•	the Class III directors are Messrs. Chernin, Vinciquerra and Westergren, and their terms will expire at the Annual Meeting of Stockholders to be held in 2017.



	Independence	Members	2015 Meetings
Board of Directors	89%	9	10
Audit Committee	100%	3	4
Compensation Committee	100%	3	5
Nominating and Corporate Governance Committee	100%	3	3



Director	Audit	Compensation	Nominating and Corporate Governance

Roger Faxon
James M. P. Feuille		*
Peter Gotcher			*
Timothy Leiweke
Elizabeth A. Nelson	*
Mickie Rosen


•	overseeing management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and our disclosure practices;


•	overseeing management’s establishment and maintenance of processes to assure that an adequate system of internal control is functioning;


•	reviewing our annual and quarterly financial statements prior to their filing and prior to the release of earnings;


•	serving as a qualified legal compliance committee to review reports of violations of law;


•	overseeing the performance of the internal audit function;


•	establishing, overseeing and reviewing procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;


•	appointing, evaluating and ensuring the independence of the independent registered public accountants and considering and pre-approving any non-audit services proposed to be performed by the independent registered public accountants.


•	approving, or recommending to the board of directors, compensation for our executive officers;


•	reviewing key employee compensation policies, plans and programs;


•	preparing recommendations and periodic reports to the board of directors concerning these matters; and


•	recommending persons to be selected by the board as director nominees and to fill any vacancies on the board of directors;