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

Pandora Media, Inc. (the "Company") today disclosed that it is in the final stages of selecting and appointing a new chief financial officer, which process it expects to complete by December 31. The Company expects to announce the appointment as it starts its next fiscal year in February 2013. Beginning January 1, 2013 and continuing until the start date of a new chief financial officer, the functions of the principal financial officer will be performed by Joseph Kennedy, the Company's chief executive officer.

Mr. Kennedy's biographical information is set forth in the Company's proxy statement filed with the Securities and Exchange Commission on April 25, 2012. Mr. Kennedy will not receive any additional compensation in connection with performing these functions.

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