Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - SHUTTERFLY INC | d193682dex992.htm |
| EX-99.1 - EX-99.1 - SHUTTERFLY INC | d193682dex991.htm |
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 4, 2016
Shutterfly, Inc.
(Exact Name of the 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 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) |
| ¨ | 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. |
(b)
On May 4, 2016, Mario Cibelli, current Class III director of Shutterfly, Inc. (the “Company”), notified the Company that he has decided to resign from the Company’s Board of Directors (the “Board”), effective May 5, 2016. Mr. Cibelli has advised the Company that his decision to resign was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
The Governance Committee has commenced a process to identify potential candidates to join the Board.
A copy of the press release announcing Mario Cibelli’s resignation from the Board is filed as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 99.1 | Letter from Mario Cibelli. | |
| 99.2 | Press release announcing resignation of Mario Cibelli from Board of Directors, dated May 5, 2016. | |
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/ Michael Pope | |
| Michael Pope | ||
| Senior Vice President and Chief Financial Officer | ||
Date: May 5, 2016
EXHIBIT INDEX
| Number |
Description | |
| 99.1 | Letter from Mario Cibelli. | |
| 99.2 | Press release announcing resignation of Mario Cibelli from Board of Directors, dated May 5, 2016. | |