Shutterfly, Inc. (NASDAQ:SFLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
As part of its annual compensation review process, the Board of
Directors of Shutterfly, Inc. (the Company) approved management
to negotiate and prepare an Amended and Restated Retention
Agreement (the Amended Retention Agreement) with certain
executive officers (the Executives), including named executive
officers Tracy Layney, Senior Vice President and Human Resources
Officer, Michael Pope, Senior Vice President and Chief Financial
Officer, and Dwayne Black, Senior Vice President, Operations. On
February 16, 2017, the Company entered into an Amended Retention
Agreement with Ms. Layney and expects to enter into an Amended
Retention Agreement with certain other executive officers,
including named executive officers Messrs. Pope and Black.
Directors of Shutterfly, Inc. (the Company) approved management
to negotiate and prepare an Amended and Restated Retention
Agreement (the Amended Retention Agreement) with certain
executive officers (the Executives), including named executive
officers Tracy Layney, Senior Vice President and Human Resources
Officer, Michael Pope, Senior Vice President and Chief Financial
Officer, and Dwayne Black, Senior Vice President, Operations. On
February 16, 2017, the Company entered into an Amended Retention
Agreement with Ms. Layney and expects to enter into an Amended
Retention Agreement with certain other executive officers,
including named executive officers Messrs. Pope and Black.
General
The Amended Retention Agreements are not employment contracts and
do not specify an employment term, compensation level or other
terms or conditions of employment. The Amended Retention
Agreements provide for certain severance benefits to the
Executive in the event his or her employment is terminated under
specified circumstances as set forth in the Amended Retention
Agreement. Effective as of January 1, 2018, the Amended Retention
Agreements amend and restate those certain Retention Agreements
entered into with the Executives on or about December 2015 and
extended in March 2016. In addition, upon each Executives
execution of his or her Amended Retention Agreement, such Amended
Retention Agreement will supersede in full such Executives
Adjusted Offer Letter CIC Benefits, as defined in the Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on March 14, 2016.
do not specify an employment term, compensation level or other
terms or conditions of employment. The Amended Retention
Agreements provide for certain severance benefits to the
Executive in the event his or her employment is terminated under
specified circumstances as set forth in the Amended Retention
Agreement. Effective as of January 1, 2018, the Amended Retention
Agreements amend and restate those certain Retention Agreements
entered into with the Executives on or about December 2015 and
extended in March 2016. In addition, upon each Executives
execution of his or her Amended Retention Agreement, such Amended
Retention Agreement will supersede in full such Executives
Adjusted Offer Letter CIC Benefits, as defined in the Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on March 14, 2016.
Term
The Amended Retention Agreements shall be effective as of:
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January 1, 2018 with respect to any Qualifying Termination
(as defined in the Amended Retention Agreement) (the Qualifying Termination Effective Date); and |
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The date in 2017 on which the Executive signs the Amended
Retention Agreement with respect to any CIC Qualifying Termination (as defined in the Amended Retention Agreement) (the CIC Qualifying Termination Effective Date). |
The Amended Retention Agreements shall terminate on the earlier
of:
of:
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The third anniversary of the CIC Qualifying Termination
Effective Date (the Expiration Date); and |
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The date the Executives employment with the Company
terminates for a reason other than a Qualifying Termination or CIC Qualifying Termination; provided however, that if a definitive agreement relating to a Change in Control (as defined in the Amended Retention Agreement) has been signed by the Company on or before the Expiration Date, then the Amended Retention Agreement shall be in effect through the earlier of: |
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The date the Executives employment with the Company
terminates for a reason other than a Qualifying Termination or CIC Qualifying Termination; or |
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The date the Company or its successor has met all of its
obligations under the Amended Retention Agreement following a termination of the Executives employment with the Company due to a Qualifying Termination or CIC Qualifying Termination. |
The Amended Retention Agreements shall renew automatically and
continue in effect for three year periods measured from the
initial Expiration Date and each subsequent Expiration Date
unless the Company provides the Executive notice of non-renewal
at least three months prior to the date on which the Amended
Retention Agreement would otherwise renew.
continue in effect for three year periods measured from the
initial Expiration Date and each subsequent Expiration Date
unless the Company provides the Executive notice of non-renewal
at least three months prior to the date on which the Amended
Retention Agreement would otherwise renew.
Termination Not in Connection with a Change in Control
If the Executives service is terminated by the Company without
Cause (as defined in the Amended Retention Agreement) or by the
Executive for Good Reason (as defined in the Executive Retention
Agreement) during the term of the Amended Retention Agreement,
the Executive is entitled to receive the following benefits,
subject to the Executives execution of a general release of
claims:
Cause (as defined in the Amended Retention Agreement) or by the
Executive for Good Reason (as defined in the Executive Retention
Agreement) during the term of the Amended Retention Agreement,
the Executive is entitled to receive the following benefits,
subject to the Executives execution of a general release of
claims:
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Lump sum cash severance payment equal to six months base
salary; |
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Vesting acceleration of the Executives Equity Awards (as
defined in the Amended Retention Agreement) equal to a number of shares subject to each Equity Award calculated by multiplying 50% by the number of shares subject to such Equity Award that would have vested had the Executive completed an additional 12 months of service following the Termination Date (as defined in the Amended Retention Agreement), including any performance-based awards (subject to achievement of the applicable performance criteria); and |
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Continued employee benefits where the Company shall pay the
Executives COBRA premiums for continuation of all health, dental and vision plans for six months. |
Termination in Connection with a Change in Control
If within 12 months following the consummation of a Change in
Control (as defined in the Amended Retention Agreement), the
Executives service is terminated by the Company or its successor
without Cause (as defined in the Amended Retention Agreement) or
by the Executive for Good Reason (as defined in the Executive
Retention Agreement), the Executive is entitled to receive the
following benefits, subject to the Executives execution of a
general release of claims:
Control (as defined in the Amended Retention Agreement), the
Executives service is terminated by the Company or its successor
without Cause (as defined in the Amended Retention Agreement) or
by the Executive for Good Reason (as defined in the Executive
Retention Agreement), the Executive is entitled to receive the
following benefits, subject to the Executives execution of a
general release of claims:
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Lump sum cash severance payment equal to 12 months base
salary; |
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Vesting acceleration of the Executives Equity Awards (as
defined in the Amended Retention Agreement) as to 50% of the Executives unvested shares subject to the Equity Awards, including any performance-based awards (measured at 50% of target); and |
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Continued employee benefits where the Company or its
successor shall pay the Executives COBRA premiums for continuation of all health, dental and vision plans for 12 months. |
The form of Amended Retention Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. The
foregoing summary is qualified entirely by reference to the full
text of the form of Amended Retention Agreement.
Exhibit 99.1 and is incorporated herein by reference. The
foregoing summary is qualified entirely by reference to the full
text of the form of Amended Retention Agreement.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Number Description
99.1 Form of Amended and Restated Retention Agreement.
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 +1.67 at 47.40 with 2,784,282 shares trading hands.