0001193125-19-148292.txt : 20190516 0001193125-19-148292.hdr.sgml : 20190516 20190515200433 ACCESSION NUMBER: 0001193125-19-148292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHUTTERFLY INC CENTRAL INDEX KEY: 0001125920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PHOTOFINISHING LABORATORIES [7384] IRS NUMBER: 943330068 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33031 FILM NUMBER: 19830339 BUSINESS ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-610-5200 MAIL ADDRESS: STREET 1: 2800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 8-K 1 d749979d8k.htm FORM 8-K Form 8-K

 

 

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): May 15, 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 5.07

Submission of Matters to a Vote of Security Holders.

On May 15, 2019, Shutterfly, Inc. (the “Company”) held its Annual Meeting of Stockholders in Redwood City, California (“Annual Meeting”). As of March 18, 2019, the Company’s record date, there were a total of 34,170,027 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Based on the final report of the independent inspector of elections, 29,572,184 shares of Common Stock were represented in person or by proxy at the Annual Meeting and, therefore, a quorum was present. Four items of business were acted upon by stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

Mr. William J. Lansing, Ms. Elizabeth S. Rafael and Mr. Michael P. Zeisser were elected to serve as Class I directors of the Company’s Board of Directors for three-year terms and until their respective successors shall be elected and qualified or until their earlier resignation or removal.

Votes were cast as follows:

 

    

FOR

   

WITHHELD

  

BROKER NON-VOTE

William J. Lansing

    27,313,182    298,852   1,960,150

Elizabeth S. Rafael

    27,431,927    180,107   1,960,150

Michael P. Zeisser

    21,893,066    5,718,968   1,960,150

As previously reported in the Company’s proxy statement for the Annual Meeting, Christopher North, our Chief Executive Officer and Director, did not stand for reelection as he will be stepping down from his role as the Company’s President and Chief Executive Officer in the coming months. Effective as of the close of our Annual Meeting, the size of our Board was reduced from ten to nine members.

Proposal No. 2 – Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers (“Say-on-Pay”)

Based on the non-binding votes set forth below, the compensation of the Company’s named executive officers was duly approved.

 

FOR

   

AGAINST

   

ABSTAIN

  

BROKER NON-VOTE

19,946,524    7,590,173    75,337   1,960,150

Proposal No. 3 – Amendment of the 2015 Equity Incentive Plan

Based on the votes set forth below, the amendment of the Company’s 2015 Equity Incentive Plan was duly approved.

 

FOR

   

AGAINST

   

ABSTAIN

  

BROKER NON-VOTE

15,425,956    12,169,804    16,274   1,960,150

Proposal No. 4 – Ratification of the Selection of the Independent Registered Public Accounting Firm

The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 by the following vote:

 

FOR

   

AGAINST

   

ABSTAIN

  

BROKER NON-VOTE

29,176,490    379,989    15,705   —

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.

 

  SHUTTERFLY, INC.
By:  

/s/ Jason Sebring

 

Jason Sebring

Vice President and General Counsel

Date: May 15, 2019