UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 12, 2011
Shutterfly, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33031 | | 99-3330068 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 2800 Bridge Parkway, Redwood City, California | | 94065 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(650) 610-5200
(Registrant’s Telephone Number, Including Area Code)
(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))
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | On February 12, 2011, the Compensation Committee of the Board of Directors (the “Committee”), of Shutterfly, Inc. (the “Company”) approved the distribution of a discretionary bonus to the named executive officers, pursuant to the Company’s performance based bonus plan for the year ended December 31, 2010 (the “2010 Bonus Plan”). The table below shows the bonus amounts to be received by the Company’s named executive officers. |
| Executive Officer | | Title | | 2010 Bonus |
| Jeffrey T. Housenbold | | President & Chief Executive Officer | | $240,250 |
| Mark J. Rubash | | SVP & Chief Financial Officer | | $28,000 |
| Neil M. Day Jr. | | SVP & Chief Technology Officer | | $28,000 |
| Peter C. Elarde | | SVP & Chief Marketing Officer | | $25,000 |
| Douglas J. Galen | | SVP, Business & Corporate Development | | $23,000 |
In addition, the Committee approved an increase in the target bonus percentage from 125% to 175% of base salary for Mr. Housenbold (effective as of January 1, 2011) for purposes of the Company’s performance based bonus plan for 2011. This increase will align Mr. Housenbold’s maximum bonus incentive amount with those of the other named executive officers of the Company.
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 thereunto duly authorized.
| SHUTTERFLY, INC. |
| | |
| By: | /s/ Mark J. Rubash Mark J. Rubash Senior Vice President & Chief Financial Officer |
Date: February 16, 2011
