Form 8-K SHUTTERFLY INC For: Jun 14

 

 

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 14, 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))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)

On June 14, 2016, Phil Marineau, Chairman and Class II director of Shutterfly, Inc. (the “Company”), notified the Company that he has decided to resign as chairman and from the Company’s Board of Directors (the “Board”), effective June 21, 2016. Mr. Marineau 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 company has retained Spencer Stuart to manage the search process for filling open board seats including the chairmanship.

A copy of the press release announcing Mr. Marineau’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 Phil Marineau.
99.2		Press release announcing resignation of Phil Marineau from Board of Directors, dated June 17, 2016.

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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 thereunto duly authorized.

 

SHUTTERFLY, INC.
By:		/s/ Jason Sebring
		Jason Sebring
		Vice President and General Counsel

Date: June 17, 2016

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EXHIBIT INDEX

 

Number		Description
99.1		Letter from Phil Marineau.
99.2		Press release announcing resignation of Phil Marineau from Board of Directors, dated June 17, 2016.

Exhibit 99.1

June 14, 2016

Shutterfly, Inc. Board of Directors:

Please accept this letter as a formal notice of my decision to resign as Non-Executive Chairman and as a member of the Board of Directors of Shutterfly, Inc. at the annual meeting on June 21, 2016. My decision to resign is not due to a disagreement with the company on any matter related to its operations, policies or practices. It has been a privilege to serve as chairman of the board and interim CEO. Over the last nine years, we have built tremendous management teams and strong brands that are well positioned for future profitable growth. During my tenure as interim CEO, I worked closely with the talented Shutterfly team. It was a rewarding experience both personally and professionally. With the arrival of Chris North as CEO, I know that the leadership of the company is in good hands and have confidence that he and the team will continue to profitably grow the company and increase shareholder value. Knowing that Shutterfly is in good hands, it is time for me to move on.

 

Sincerely,

/s/ Philip A. Marineau

Philip A. Marineau

Exhibit 99.2

 

Shutterfly, Inc. Announces Resignation of Philip Marineau from Board of Directors

REDWOOD CITY, California (June 17, 2016) — Shutterfly, Inc. (NASDAQ: SFLY), the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands, today announced that Philip Marineau will resign as chairman and from Shutterfly’s Board of Directors following the company’s annual shareholder meeting on June 21, 2016. Brian Swette, governance committee chair, will serve as interim chairman.

“It has been a pleasure to serve as chairman of the board and interim CEO. Over the last nine years, we have built tremendous management teams and strong brands that are well positioned for future profitable growth,” said Phil Marineau. “During my tenure as interim CEO, I worked closely with the talented Shutterfly team. It was a rewarding experience both personally and professionally. With the arrival of Christopher North as CEO, I know that the leadership of the company is in good hands and have confidence that he and the team will continue to profitably grow the company and increase shareholder value. Knowing that Shutterfly is in good hands, it is time for me to move on.”

“Throughout his long tenure as chairman, Phil has played a crucial role in building Shutterfly, Inc. to where it is today: a brand loved by customers, and the category leader with more than $1 billion in revenue,” said Christopher North, president and CEO of Shutterfly Inc. “Most recently, as Interim CEO, Phil’s leadership supported the company in continuing to achieve financial and operational objectives. On behalf of the entire Shutterfly team and the Board of Directors, I want to thank Phil for his many contributions and wish him all the best for the future.”

The company has retained Spencer Stuart to manage the search process for filling open board seats including the chairmanship.

Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements include statements regarding Shutterfly’s positioning for future growth. Shutterfly’s actual results may differ materially from those anticipated in these forward-looking statements. Factors that might contribute to such differences include, among others, economic downturns and the general state of the economy; changes in consumer discretionary spending as a result of the macroeconomic environment; the loss of sales partners for our products; our ability to expand our customer base, increase sales to existing customers and meet production requirements; our ability to successfully integrate acquired businesses and assets; our ability to retain and hire necessary employees, including seasonal personnel, and appropriately staff our operations; the impact of seasonality on our business; our ability to develop innovative, new products and services on a timely and cost-effective basis; consumer acceptance of our products and services; our ability to develop additional adjacent lines of business; unforeseen changes in expense levels; and competition and pricing strategies of our competitors, which could lead to pricing pressure. For more information regarding the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements, as well as risks relating to our business in general, we refer you to the “Risk Factors” section of Shutterfly’s most recent Form 10-K and Form 10-Q, and Shutterfly’s other filings, which are available on the Securities and Exchange Commission’s website at www.sec.gov. These forward-looking statements are based on current expectations and the Shutterfly assumes no obligation to update this information.

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About Shutterfly, Inc.

Shutterfly, Inc. is the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands. Founded in 1999, the Shutterfly, Inc. family of brands includes Shutterfly^®, where your photos come to life in photo books, cards and gifts; Tiny Prints^®, premium cards and stationery for all life’s occasions; Wedding Paper Divas^®, wedding invitations and stationery for every step of the planning process; MyPublisher^®, one of the pioneers in the photo book industry and creator of easy-to-use photo book-making software; BorrowLenses^®, the premier online marketplace for photographic and video equipment rentals; and GrooveBook™, an iPhone and Android app and subscription service that prints up to 100 mobile phone photos in a GrooveBook and mails it to customers every month. For more information about Shutterfly, Inc. (SFLY), visit www.shutterflyinc.com.

Investors

Christiane Pelz, (650) 632-2310

[email protected]

Media

Gretchen Sloan, (650) 610-5276

[email protected]

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