(d)

On February 20, 2017, the Board of Directors (the “Board”) of Shutterfly, Inc. (the “Company”) elected Mr. Will Lansing to the Board. Mr. Lansing was elected to serve as a Class I director and Chairman of the Board until his term expires at the 2019 annual meeting of stockholders. to the Board’s standard compensation policy for non-employee directors, Mr. Lansing received restricted stock units with a face value equal to $50,000 on February 20, 2017, representing a three month pro-rated amount of the annual $200,000 RSUs grant generally awarded to members of the Board. to the Board’s standard compensation policy for the Chairman of the Board, Mr. Lansing received additional restricted stock units with a face value equal to $21,250 on February 20, 2017, representing a three month pro-rated amount of the annual $85,000 RSUs grant generally awarded to the Chairman of the Board. Mr. Lansing will also receive an annual cash retainer of $42,500 for serving as Chairman to the Board’s standard compensation policy.

Mr. Lansing currently serves as chief executive officer for the analytics software company FICO. Prior to joining FICO, Mr. Lansing held executive officer roles with Infospace, Value Vision Media, NBC Internet & Fingerhut and leadership roles with General Electric and McKinsey & Company. He holds a Bachelor of Arts from Wesleyan University and a J.D. from Georgetown University.

No family relationships exist between Mr. Lansing and any of the Company’s other directors or executive officers. There are no arrangements between Mr. Lansing and any other person to which Mr. Lansing was nominated as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Lansing has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Lansing’s election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Description

>>>>99.1 Press release announcing election of Will Lansing to the Board, dated February 22, 2017.

About Shutterfly, Inc. (NASDAQ:SFLY)

Shutterfly, Inc. is a manufacturer and digital retailer of personalized products and services offered through a family of lifestyle brands. The Company offers a range of personalized photo-based products and services. The Company’s segments include Consumer, Enterprise and corporate. The Consumer segment sells the Company’s photo-based products, such as photo books, stationery and greeting cards, other photo-based merchandise, photo prints and also ships, as well as rents the BorrowLenses brand of products. The Enterprise segment is engaged in printing and shipping of direct marketing and other variable data print products and formats. The Company’s products and services are offered through a family of lifestyle brands, including Shutterfly, Tiny Prints, Wedding Paper Divas, ThisLife, MyPublisher and BorrowLenses. The Shutterfly brand includes photo books, announcements, as well as custom home decor products and photo gifts. The Shutterfly brand also includes online photo service.

Shutterfly, Inc. (NASDAQ:SFLY) Recent Trading Information

Shutterfly, Inc. (NASDAQ:SFLY) closed its last trading session up +0.02 at 47.20 with 803,838 shares trading hands.