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 828, 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~~EmployerIdentification ~~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 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

Shutterfly, Inc. (bthe “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on August 28, 2019 at the Company’s headquarters, 2800 Bridge Parkway, Redwood City, California 94065. An aggregate of 34,396,897 shares of Company common stock were entitled to vote at the Special Meeting, and a total of 26,228,567 shares, constituting a quorum, were represented in person or by proxy.

OnAt ~~August~~the Special Meeting, the stockholders of the Company were asked to consider and vote on the following proposals: (i) 8to adopt the Agreement and Plan of Merger, dated as of June 10, 2019, ~~Satish~~among ~~Menon~~Photo ~~notified~~Holdings, ~~Shutterfly~~LLC, a Delaware limited liability company (“Newco”), Photo Holdings Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Newco, and the Company, as such agreement may be amended from time to time (the “~~Company~~Merger Agreement”) of(such ~~his~~proposal, ~~decision~~“Proposal One”); (ii) to ~~resign~~approve, ason ~~Senior~~a ~~Vice~~non-binding ~~President~~advisory ~~and~~basis, ~~Chief~~the ~~Technology~~compensation ~~Officer~~that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (such proposal, “~~CTO~~Proposal Two”),; ~~effective~~and ~~September~~(iii) 6to approve the adjournment of the special meeting to a later date or dates, ~~2019~~if the Company’s Board of Directors determined that it was necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if (a) there was not a quorum present or (b) there were not sufficient votes to adopt the Merger Agreement, in each case, at the time of the then-scheduled special meeting, or to give holders of the Company’s common stock additional time to evaluate new material information or disclosure (such proposal, “~~Separation~~Proposal ~~Date~~Three”). ItEach of these proposals is ~~expected~~described ~~that~~in ~~Dr.~~more detail in the Company’s definitive proxy statement, dated July ~~Menon~~30, ~~will~~2019. ~~continue~~The tovoting ~~perform~~results ~~his~~for ~~duties~~each asof ~~CTO~~the ~~until~~proposals ~~that~~are ~~date.~~detailed below:

~~(e)~~The Company’s stockholders approved Proposal One. The voting results were as follows:

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.


For	Against	Abstentions
25,196,455	984,004	48,108

2The Company’s stockholders approved Proposal Two. The voting results were as follows:


For	Against	Abstentions
24,683,225	1,469,152	76,190

There being a quorum present and sufficient votes in favor of Proposal One, the Company’s stockholders were not asked to vote with respect to Proposal Three.

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: August 12, 2019

SHUTTERFLY, INC.

Date: August 28, 2019

/s/ Jason Sebring

Jason Sebring

Vice President and General Counsel

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