The 2012 annual meeting of stockholders (the "Annual Meeting") of Pandora Media, Inc. ("Pandora") was held on June 6, 2012. 154,901,801 shares of Pandora common stock were present in person or represented by proxy at the Annual Meeting, representing 93% of a total of 166,375,556 shares of common stock outstanding and eligible to vote at such time. At the Annual Meeting, stockholders voted on the following proposals, each of which is described in detail in Pandora's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2012, and cast their votes as described below.

Proposal 1: Election of the two Class I directors listed below to serve until the 2015 annual meeting of stockholders or until their respective successors are duly elected and qualified:

                                    For        Withheld    Non-Votes
                Robert Kavner   129,521,072    1,311,539   24,943,749
                David Sze       109,776,764   21,055,847   24,943,749

Proposal 2: Ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm of Pandora for the current fiscal year:

For Against Abstain 154,890,131 315,649 570,580

Proposal 3: Approval, by an advisory vote, of the compensation of Pandora's named executive officers for the fiscal year ended January 31, 2012:

For Against Abstain Non-Votes 129,297,618 1,315,925 219,068 24,943,769

Proposal 4: Recommendation, by an advisory vote, of the frequency of future stockholder advisory votes on the compensation of Pandora's named executive officers:

3 Years 2 Years 1 Year Abstain 102,406,227 191,342 28,069,219 165,823

Proposal 5: Approval of the Internal Revenue Code Section 162(m) performance criteria and award limits of Pandora's 2011 Equity Incentive Plan:

For Against Abstain Non-Votes 118,198,720 12,596,150 37,741 24,943,769

Pandora's Board of Directors has determined that Pandora will include a stockholder advisory vote on the compensation of its named executive officers in its proxy materials every three years, which is the frequency recommended by Pandora's stockholders, until the next required advisory vote on the frequency of advisory votes on executive compensation.