UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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 23, 2018
Shutterfly, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 001-33031 | | 94-3330068 |
| (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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-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 23, 2018, Shutterfly, Inc. (the “Company”) held its Annual Meeting of Stockholders in Redwood City, California (“Annual Meeting”). As of March 26, 2018, the Company’s record date, there were a total of 33,107,322 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Based on the final report of the independent inspector of elections, 30,584,539 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.
On May 23, 2018, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this report.
Proposal 1 – Election of Directors
Mr. Thomas D. Hughes, Ms. Eva Manolis and Ms. Elizabeth (Libby) Sartain were elected to serve as Class III 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 |
Thomas D. Hughes | | 28,428,655 | | 470,357 | | 1,685,527 |
Eva Manolis | | 25,141,438 | | 3,757,574 | | 1,685,527 |
Elizabeth (Libby) Sartain | | 26,804,177 | | 2,094,835 | | 1,685,527 |
Proposal 2 – Approval, on an advisory basis, of the Compensation of our Named Executive Officers
Based on thenon-binding votes set forth below, the compensation of the Company’s named executive officers was duly approved.
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKERNON-VOTE |
| 21,518,781 | | 7,370,275 | | 9,956 | | 1,685,527 |
Proposal 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 | | BROKERNON-VOTE |
| 20,751,508 | | 8,139,601 | | 7,903 | | 1,685,527 |
Proposal 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, 2018 by the following vote:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKERNON-VOTE |
| 30,010,587 | | 563,632 | | 10,320 | | — |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 24, 2018
