shutterfly8_k-au.htm
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 21, 2008
 
Shutterfly, Inc.
(Exact Name of the Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

001-33031
  
99-3330068
(Commission File Number)
  
(IRS Employer Identification No.)
   
2800 Bridge Parkway, Suite 101,
Redwood City, California
  
94065
(Address of Principal Executive Offices)
  
(Zip Code)

(650) 610-5200
(Registrant’s Telephone Number, Including Area Code)
 
(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)

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

 
 
 

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b) & (e)
On August 21, 2008, Stanford Au, Senior Vice President of Technology, notified the company that he is resigning effective September 5, 2008. Mr. Au entered into a Transition Agreement, pursuant to which he will be paid a lump sum amount equal to six months base salary.  In addition, all shares vested as of September 5, 2008 shall remain exercisable until February 28, 2009. The Transition Agreement is attached as Exhibit 99.01 to this report.


Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.

Number
 
  
Description
 
99.01
  
Transition Agreement between the company and Stanford Au.


 
 
 



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 thereunto duly authorized.
 
SHUTTERFLY, INC.
   
By:
  
/s/ Jeffrey T. Housenbold
Jeffrey T. Housenbold
President and Chief Executive Officer

 
Date:  August 27, 2008