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~~The ~~(Date~~Securities ofExchange ~~Earliest~~Act ~~Event~~of ~~Reported): August 7, 2019~~1934

~~Shutterfly~~Date of Report (Date of earliest event reported): August 8, ~~Inc.~~2019

~~(Exact~~ ~~Name~~SHUTTERFLY, ofINC. ~~the Registrant as Specified in Its Charter)~~

~~Delaware~~(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

Delaware

001-33031

94-3330068

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

001-33031						94-3330068
(Commission File Number)						(IRS Employer Identification No.)
2800 Bridge ParkwayRedwood City, California						94065
(Address of Principal Executive Offices)						(Zip Code)

2800 Bridge Parkway

Redwood City, California 94065

(Address of principal executive offices, including zip code)

(650) 610-5200

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~(Former~~Not ~~Name or Former Address, If Changed Since Last Report)~~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):

☐	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(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 Par Value Per Share

SFLY

The Nasdaq Global Select Market

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. o ☐

Item 25.02~~. Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~On August 7, 2019, Shutterfly, Inc.~~ (~~“Shutterfly”~~b) ~~issued a press release announcing its financial results for the second quarter ended June 30, 2019.~~

~~This~~On ~~press~~August 8, ~~release~~2019, isSatish ~~being~~Menon ~~furnished~~notified asShutterfly, ~~Exhibit 99~~Inc.1 to(the ~~this~~“Company”) ~~Current~~of ~~Report~~his ondecision ~~Form~~to ~~8-K~~resign as Senior Vice President and Chief Technology Officer (“CTO”), effective September 6, 2019 (the “Separation Date”). It is ~~incorporated~~expected ~~herein~~that byDr. Menon ~~reference~~will continue to perform his duties as CTO until that date.

The information furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” including Exhibit 99.1, is furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (~~the “Exchange Act”~~e) or otherwise subject to the liabilities of that section. The information contained in Item 2.02 and in the accompanying exhibit is not incorporated by reference in any filing of Shutterfly under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

~~Use~~Also on August 8, 2019, the Company entered into a Transition Agreement (the “Transition Agreement”) with Dr. Menon pursuant to which he will receive his base salary as currently in effect and continue to vest in his outstanding equity awards while he provides services through the Separation Date. Dr. Menon has agreed to provide limited consulting services to the Company during the remainder of ~~Non-GAAP~~2019. ~~Financial~~Assuming ~~Information~~Dr. Menon complies with the terms and conditions set forth in the Transition Agreement, including his signing a release of claims, Dr. Menon will be entitled to receive a lump sum payment of $500,000.

Shutterfly has supplemented the financial measures contained in the attached press release that are provided in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Shutterfly believes that these non-GAAP financial measures provide useful information about its operating results and thus are appropriate to enhance the overall understanding of its past financial performance and its prospects for the future. These adjustments to Shutterfly’s GAAP results are made with the intent of providing both management and investors a more complete understanding of Shutterfly’s underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate Shutterfly’s financial results, develop budgets, manage expenditures and determine employee compensation. The methods used by Shutterfly to produce non-GAAP financial results may differ from the methods used by other companies. Shutterfly’s reference to these non-GAAP financial results should be considered in addition to results that are prepared under current accounting standards but should not be considered as a substitute for, or superior to, the financial results that are presented as consistent with GAAP. Reconciliation to the nearest GAAP financial measures of the non-GAAP financial measures is included in the press release attached hereto as Exhibit 99.1.2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number						Description
99.1						Press release, dated August 7, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

SHUTTERFLY, INC. By: /s/ ~~Michael~~Jason ~~Pope~~Sebring ~~Michael~~Jason ~~PopeSenior~~Sebring Vice President &and ~~Chief~~General ~~Financial Officer~~Counsel

Date: August 7 12, 2019

~~EXHIBIT INDEX~~3

Number						Description
99.1						Press release, dated August 7, 2019.

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