Shutterfly, Inc. (NASDAQ:SFLY) Files An 8-K Submission of Matters to a Vote of Security Holders

Shutterfly, Inc. (NASDAQ:SFLY) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07.Submission of Matters to a Vote of Security Holders.

On May24, 2017, Shutterfly, Inc. (the Company) held its Annual
Meeting of Stockholders in Redwood City, California (Annual
Meeting). As of March27, 2017, the Companys record date, there
were a total of 34,157,241 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting. Based on the final report
of the independent inspector of elections, 31,738,477 shares of
Common Stock were represented in person or by proxy at the Annual
Meeting and, therefore, a quorum was present. Five items of
business were acted upon by stockholders at the Annual Meeting.

On May25, 2017, 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

Ms.Ann Mather, Mr.H. Tayloe Stansbury and Mr.BrianT. Swette were
elected to serve as Class II directors of the Companys 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 BROKERNON-VOTE

Ann Mather

20,678,426 9,855,184 1,204,867

H. Tayloe Stansbury

30,384,049 149,561 1,204,867

Brian T. Swette

30,299,980 233,630 1,204,867

Proposal 2 Approval, on an advisory basis, of the
Compensation of our Named Executive Officers

Based on the non-binding votes set forth below, the compensation
of the Companys named executive officers was duly approved.

FOR

AGAINST

ABSTAIN

BROKERNON-VOTE

16,253,278 14,205,355 74,977 1,204,867

Proposal 3 Recommendation, by non-binding vote, of the
frequency of compensation of our Named Executive
Officers

Based on the non-binding votes set forth below, the vote of every
one year received the largest number of votes.

1 YEAR

2YEARS

3YEARS

ABSTAIN

29,999,198 14,295 518,563 1,554

Proposal 4 Amendment of the 2015 Equity Incentive
Plan

Based on the votes set forth below, the amendment of the Companys
2015 Equity Incentive Plan to increase the number of shares
available for issuance thereunder by 1,300,000 shares and
establish an annual limit on non-employee director aggregate cash
and equity compensation at $750,000 was duly approved.

FOR

AGAINST

ABSTAIN

BROKERNON-VOTE

20,226,974 10,302,422 4,214 1,204,867

Proposal 5 Ratification of the Selection of the
Independent Registered Public Accounting Firm

The stockholders ratified the selection of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm
for the year ending December31, 2017 by the following vote:

FOR

AGAINST

ABSTAIN

BROKERNON-VOTE

31,645,854 91,430 1,193

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Number

Description

99.1 Press Release dated May 25, 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 down -0.27 at 50.49 with 327,064 shares trading hands.

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