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): ~~August~~September 286, 2019

SHUTTERFLY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33031

94-3330068

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

2800 Bridge Parkway

Redwood City, California 94065

(Address of principal executive offices, including zip code)

(650) 610-5200

(Registrant’s 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):

☐	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. ☐

Item 57.~~07.~~01 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On September 6, 2019, Shutterfly, Inc. (the “Company”) ~~held~~will use a ~~Special~~lender ~~Meeting~~presentation ofin ~~Stockholders~~connection (with meetings with prospective lenders to discuss the ~~“Special~~possible ~~Meeting”)~~refinancing onof ~~August 28,~~its ~~2019~~existing atcapital structure in connection with the ~~Company’s~~previously ~~headquarters,~~announced ~~2800~~merger ~~Bridge~~with ~~Parkway,~~Photo ~~Redwood~~Holdings ~~City~~Merger Sub, ~~California 94065~~Inc. AnA ~~aggregate~~copy of ~~34,396,897~~certain ~~shares~~information ofcontained ~~Company~~in ~~common~~the ~~stock~~lender ~~were~~presentation ~~entitled~~is attached hereto as Exhibit 99.1 to ~~vote~~this atCurrent ~~the~~Report ~~Special~~on ~~Meeting,~~Form 8-K and ais ~~total~~incorporated herein by reference. The lender presentation will also note that for the quarter-to-date period beginning in the third quarter of 262019 and ending on September 4,~~228,567~~ ~~shares~~2019, ~~constituting~~orders afor ~~quorum,~~the ~~were~~Shutterfly ~~represented~~Consumer insegment ~~person~~had orgrown by7% ~~proxy~~year-over-year. There can be no assurances that any such refinancing will be completed.

AtThe ~~the~~information ~~Special~~contained ~~Meeting,~~in ~~the~~Item ~~stockholders~~7.01 ~~of the Company were asked~~ to ~~consider~~this ~~and~~Current ~~vote~~Report on ~~the~~Form ~~following proposals: (i) to adopt the Agreement and Plan of Merger~~8-K, ~~dated~~including asExhibit of99.1 ~~June 10,~~attached ~~2019~~hereto, ~~among~~is ~~Photo~~being ~~Holdings,~~furnished ~~LLC, a Delaware limited liability company (“Newco”), Photo Holdings Merger Sub, Inc., a Delaware corporation~~ and ~~wholly~~shall ~~owned~~not ~~subsidiary of Newco, and the Company, as such agreement may~~ be ~~amended~~deemed ~~from time to time (the~~ “~~Merger Agreement~~filed”) ~~(such~~for ~~proposal,~~any ~~“Proposal One”); (ii) to approve~~purpose, onand ashall ~~non-binding~~not ~~advisory basis, the compensation that may~~ be ~~paid~~deemed orincorporated ~~become~~by ~~payable~~reference toin ~~the~~any ~~Company’s~~filing ~~named~~under ~~executive officers that is based on or otherwise relates to~~ the ~~merger~~Securities ~~(such~~Act ~~proposal, “Proposal Two”); and (iii) to approve the adjournment~~ of ~~the special meeting to a later date or dates~~1933, ifas ~~the Company’s Board of Directors determined that it was necessary or appropriate and is permitted by the Merger Agreement~~amended, ~~to solicit additional proxies if (a) there was not a quorum present~~ or ~~(b) there were not sufficient votes to adopt~~ the ~~Merger~~Securities ~~Agreement,~~Exchange inAct ~~each case, at the time~~ of ~~the then-scheduled special meeting~~1934, oras ~~to give holders of the Company’s common stock additional time to evaluate new material information or disclosure (such proposal~~amended, ~~“Proposal~~regardless ~~Three”). Each~~ of ~~these~~any ~~proposals~~general isincorporation ~~described~~language in ~~more~~any ~~detail~~such ~~in the Company’s definitive proxy statement, dated July 30, 2019~~filing. ~~The voting results for each of the proposals are detailed below:~~

~~The~~Use ~~Company’s~~of ~~stockholders~~Non-GAAP ~~approved~~Financial ~~Proposal~~Information ~~One. The voting results were as follows:~~

For		Against		Abstentions
25,196,455		984,004		48,108

The Company has supplemented the financial measures contained in the excerpt attached as Exhibit 99.1 that are provided in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. The Company 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. These adjustments to the Company’s GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company’s underlying operational results and trends and performance. Management uses these non-GAAP measures to evaluate the Company’s financial results, develop budgets, manage expenditures and determine employee compensation. The methods used by the Company to produce non-GAAP financial results may differ from the methods used by other companies. The Company’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 measure of the non-GAAP financial measures is included in the excerpt attached hereto as Exhibit 99.1.

~~The~~Item ~~Company’s stockholders approved Proposal Two~~9.01 ~~The~~Financial ~~voting~~Statements ~~results~~and ~~were as follows:~~ Exhibits

For		Against		Abstentions
24,683,225		1,469,152		76,190

(d) Exhibits.

There being a quorum present and sufficient votes in favor of Proposal One, the Company’s stockholders were not asked to vote with respect to Proposal Three.


Number		Description

	99.1	Excerpt from Lender Presentation, dated September 6, 2019.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

SHUTTERFLY, INC.

Date: August 28, 2019

/s/ Jason Sebring

Date: September 6, 2019

/s/ Jason Sebring

Jason Sebring

Vice President and General Counsel

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