Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2012, Pandora Media, Inc. (the "Company") announced that its Chief Financial Officer, Steven Cakebread, will be leaving the Company later this year. His announced departure is not due to a dispute or disagreement with the Company. The Company and Mr. Cakebread entered into a transition agreement on August 29, 2012, pursuant to which Mr. Cakebread agreed to remain with the Company through December 2012 if needed to ensure an orderly transition while the Company searches for a new Chief Financial Officer. At the end of the transition period, if he signs a general release of claims, he will receive the separation benefits provided under the Company's executive severance policy (as described in the Company's most recent proxy statement), consisting of six months of salary, COBRA reimbursement and option vesting and a prorated bonus for the current fiscal year. If the Company ends the transition period earlier, he will also receive the amount of compensation he would have received if he remained employed through December 31, 2012.

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