Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 29, 2019, Pandora Media, Inc., a Delaware corporation (“Pandora”) held a Special Meeting of Stockholders (the “Special
Meeting”).
All holders of record of shares of Pandora common stock and Pandora preferred stock as of the close of business on November 30,
2018, the record date, were entitled to vote at the Special Meeting. As of the close of business on the record date, there were 271,394,142 shares of Pandora common stock issued and outstanding. The Pandora preferred stock is entitled to vote on an
as-converted
basis. As of the close of business on the record date, there were 480,000 shares of Pandora preferred stock issued and outstanding, which were, in the aggregate, entitled to 48,426,718 votes. At the
Special Meeting, a total of 240,123,332 shares of Pandora common stock and Pandora preferred stock, representing approximately 75% of the combined voting power of all of the outstanding shares of Pandora common stock and Pandora preferred stock
entitled to vote at the Special Meeting were present in person or by valid proxies at the Special Meeting, which constituted a quorum.
At the Special
Meeting, the Pandora stockholders voted to adopt the Agreement and Plan of Merger, dated as of September 23, 2018 (the “Merger Agreement”), by and among Pandora, Sirius XM Holdings Inc., a Delaware corporation (“Sirius XM”),
White Oaks Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sirius XM, Sirius XM Radio Inc., a Delaware corporation and wholly owned subsidiary of Sirius XM, Billboard Holding Company, Inc., a Delaware corporation and
wholly owned subsidiary of Pandora (“New Holding Company”), and Billboard Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of New Holding Company, and approve the transactions contemplated by the Merger Agreement,
pursuant to which, subject to the terms and conditions thereof and following a series of transactions described in the Merger Agreement, Pandora will be acquired by and become a wholly owned subsidiary of Sirius XM (the “Transaction”). In
addition, the Pandora stockholders approved, on a
non-binding
advisory basis, the compensation that may be paid or become payable to certain executive officers of Pandora in connection with the Transaction.
The following table reflects the results of the Special Meeting:
|
|
1.
|
Proposal to adopt the Merger Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
Shares Voted
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
240,123,332
|
|
232,590,946
|
|
5,422,326
|
|
2,110,060
|
|
0
|
|
|
2.
|
Proposal to approve on a
non-binding
advisory basis the compensation
that may be paid or become payable to certain executive officers of Pandora in connection with the Transaction:
|
|
|
|
|
|
|
|
|
|
|
|
Shares Voted
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
240,123,332
|
|
224,100,854
|
|
13,466,401
|
|
2,556,077
|
|
0
|
Stockholder action on the third proposal to approve one or more adjournments or postponements of the Special Meeting, if
necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there were not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was not required and
therefore no vote was taken on such proposal.
