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Shutterfly, Inc - Recent Material Event

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 23, 2012, Shutterfly, Inc. (“Company”) held its Annual Meeting of Stockholders in Redwood City, California (“Annual Meeting”).  As of March 28, 2012, the Company’s record date, there were a total of 35,626,795 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, 33,794,718 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.  Three items of business were acted upon by stockholders at the Annual Meeting.

All matters voted upon at the Annual Meeting were approved.  The final voting results are as follows:

Proposal 1 – Election of Directors

Mr. Jeffrey T. Housenbold, Mr. James N. White and Mr. Stephen J. Killeen were elected to serve as directors of the Company’s Board of Directors (the “Board”) 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 with respect to Mr. Housenbold’s, Mr. White’s and Mr. Killeen’s election:

 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Jeffrey T. Housenbold
31,357,040
153,959
14,147
2,269,572
James N. White
31,182,951
328,048
14,147
2,269,572
Stephen J. Killeen
30,519,559
990,908
14,679
2,269,572

Since the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continue to serve as directors of the Company immediately after the annual meeting: Mr. Eric J. Keller, Mr. Philip A. Marineau, Ms. Nancy J. Schoendorf and Mr. Brian T. Swette.
 
Proposal 2 – Approval, by non-binding vote, of the Compensation of our Named Executive Officers

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

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
20,013,214
11,467,997
43,935
2,269,572
 
Proposal 3 – Ratification of the Selection of the Independent Registered Public Accounting Firm
 
The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012 by the following vote:
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
32,707,182
1,084,036
3,500
--

 
 
 
 
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:  May 25, 2012