Pandora 2012 Annual Report Download - page 46

Table of Contents
If securities or industry analysts do not publish research, publish inaccurate or unfavorable research about our business, or make projections that exceed
our actual results, our stock price and trading volume could decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our
business. If securities or industry analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price
would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our stock could decrease,
which might cause our stock price and trading volume to decline. Furthermore, such analysts publish their own projections regarding our actual results. These
projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if we fail to meet
securities and industry analysts' projections.
Concentration of ownership among our officers, directors, large stockholders and their affiliates may prevent new investors from influencing corporate
decisions.
Our officers, directors, greater than 5% stockholders and their affiliates beneficially own or control, directly or indirectly, a majority of our outstanding
common stock. As a result, if some of these persons or entities act together, they will have significant influence over the outcome of matters submitted to our
stockholders for approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company
or its assets. This concentration of ownership could limit the ability of other stockholders to influence corporate matters and may have the effect of delaying
an acquisition or cause the market price of our stock to decline.
Our charter documents, Delaware law and certain terms of our music licensing arrangements could discourage takeover attempts and lead to
management entrenchment.
Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of the Company. These provisions could
also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate
actions, including effecting changes in our management. These provisions include:
• a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a
majority of our board of directors;
• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
• the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including
preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;
• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the
resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our
stockholders;
• the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary,
or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take
action, including the removal of directors;
• the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock,
voting together as a single class, to amend the provisions of our certificate of incorporation relating to the issuance of preferred stock and
management of our business or our bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited
takeover attempt;
35