Current Report Filing (8-k)
June 26 2019 - 5:02PM
Edgar (US Regulatory)
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 20, 2019
SHUTTERFLY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33031
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94-3330068
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2800 Bridge Parkway
Redwood City, California 94065
(Address of principal executive offices, including zip code)
(650) 610-5200
(Registrants telephone number, including area code)
Not Applicable
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under
the
Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.0001 Par Value Per Share
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SFLY
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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
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(b)
On June 20, 2019, Lisa Blackwood-Kapral notified Shutterfly, Inc. (the Company) of her decision to resign as Vice President
and Chief Accounting Officer (CAO), effective July 5, 2019 (the Separation Date). It is expected that Ms. Blackwood-Kapral will continue to perform her duties as CAO until that date.
In connection with Ms. Blackwood-Kaprals departure, she and the Company have entered into an agreement pursuant to which she will
make herself available to consult with the Company until August 7, 2019, after which time the Company expects to file its quarterly report on Form
10-Q
for the period ended June 30, 2019.
Effective the Separation Date, Michael Pope, Senior Vice President and Chief Financial Officer of the Company, will be appointed to the role
of principal accounting officer. For biographical information regarding Mr. Pope, see the Companys Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2019.
The Company is not entering into any new, or amending any existing, compensatory plan or arrangement with Mr. Pope in connection with his
appointment as the principal accounting officer of the Company. Mr. Pope was not appointed as the Companys principal accounting officer pursuant to any arrangement or understanding with any other person. Mr. Pope does not have any
family relationships with any executive officer or director of the Company and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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 hereunto duly authorized.
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SHUTTERFLY, INC.
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By:
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/s/ Michael Pope
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Michael Pope
Senior Vice President and Chief
Financial Officer
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Date: June 26, 2019
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