SHUTTERFLY INC false 0001125920 0001125920 2019-08-08 2019-08-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2019

SHUTTERFLY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33031		94-3330068
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2800 Bridge Parkway

Redwood City, California 94065

(Address of principal executive offices, including zip code)

(650) 610-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share		SFLY		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

(b)

On August 8, 2019, Satish Menon notified Shutterfly, Inc. (the “Company”) of his decision to resign as Senior Vice President and Chief Technology Officer (“CTO”), effective September 6, 2019 (the “Separation Date”). It is expected that Dr. Menon will continue to perform his duties as CTO until that date.

(e)

Also on August 8, 2019, the Company entered into a Transition Agreement (the “Transition Agreement”) with Dr. Menon pursuant to which he will receive his base salary as currently in effect and continue to vest in his outstanding equity awards while he provides services through the Separation Date. Dr. Menon has agreed to provide limited consulting services to the Company during the remainder of 2019. Assuming Dr. Menon complies with the terms and conditions set forth in the Transition Agreement, including his signing a release of claims, Dr. Menon will be entitled to receive a lump sum payment of $500,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2019