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): June 20, 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

(d)

On June 20, 2019, the Board of Directors (the “Board”) of Shutterfly, Inc. (the “Company”) approved an increase in the size of the Board from nine to 10 directors and elected Ryan O’Hara, the incoming President and Chief Executive Officer, to serve as a new Class I director effective on June 24, 2019 to fill the vacancy on the Board created by such increase. The Board did not appoint Mr. O’Hara to serve on any committees of the Board at the time of his election.

There was no arrangement or understanding pursuant to which Mr. O’Hara was selected as a director of the Company. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. O’Hara was a participant or in which Mr. O’Hara has any direct or indirect material interest.

In addition, Mr. O’Hara will enter into the Company’s standard form of Indemnity Agreement, which was filed with the Securities and Exchange Commission on June 29, 2006 as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 (File No. 333-135426).

 

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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: June 24, 2019

 

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