cfochange_8k.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): November 27,
2007
Shutterfly,
Inc.
(Exact
Name of the Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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001-33031
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99-3330068
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2800
Bridge Parkway, Suite 101,
Redwood
City, California
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94065
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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))
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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)
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On
November 29, 2007, Stephen E. Recht, Chief Financial Officer of
Shutterfly, Inc. (“Company”) retired from the Company. Mr.
Recht will continue to provide transitioning services to the Company
until
mid-February 2008.
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(c)
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On
November 27, 2007, the Board of Directors of the
Company appointed Mark J. Rubash, age 50, as Chief Financial
Officer of the Company, effective November 29,
2007.
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Before
joining the Company, Mr. Rubash served as Chief Financial Officer of Rearden
Commerce, Inc., a private software development company, since August
2007. Prior to that, he served as Senior Vice President, Finance of
Yahoo! Inc. from February 2007 to August 2007. Prior to joining
Yahoo!, from February 2001 to July 2005 Mr. Rubash held various positions at
eBay Inc. including Chief Accounting Officer, Vice President for Finance and
Investor Relations and Vice President North America Finance. Mr.
Rubash currently serves as a director of Intuitive Surgical, Inc., a public
company.
In
connection with this appointment, the Compensation Committee of the Board of
Directors of the Company (“Compensation Committee”) approved, and Mr. Rubash and
the Company entered into, an Offer Letter of Employment dated November 27,
2007
(“Offer Letter”). Pursuant to the Offer Letter, Mr. Rubash will
receive annual base salary of $280,000 and will be eligible for a bonus of
up to
30% of base salary under the Executive Bonus Plan to be approved by the
Compensation Committee for 2008. In addition, Mr. Rubash received a
$37,500 hire-in bonus, repayable on a pro-rata basis if Mr. Rubash leaves the
Company within 12 months of his employment start date.
The
Offer
Letter further provides that, if Mr. Rubash’s employment with the Company is
involuntarily terminated without cause after the expiration of 90 days since
the
start of Mr. Rubash’s employment, Mr. Rubash will be entitled to a severance
payment of six months base salary, payable over six months, if Mr. Rubash signs
a release of claims in favor of the Company.
In
addition, pursuant to the Offer Letter, if the Company is subject to a change
in
control and within six months after that (i) Mr. Rubash resigns because he
is no longer the Chief Financial Officer of the Company or due to a material
diminution of his role with the Company immediately before such change of
control, (ii) Mr. Rubash resigns because or relocation of the Company’s
corporate office or (iii) Mr. Rubash’s employment is terminated by the Company,
or a successor entity, other than for cause, then Mr. Rubash will receive the
severance payment described above and, if Mr. Rubash’s Company options are
assumed by the successor entity, he will vest in an additional number of shares
as would have vested in the twelve (12) months following the date of such
termination, and the options shall remain exercisable for the applicable period
specified in the stock option agreement. Receipt of these benefits is
conditioned on execution by Mr. Rubash of a release of claims in favor of the
Company.
Mr.
Rubash will also be entitled to standard Company employee benefits.
In
addition, the Compensation Committee also granted Mr. Rubash a stock option
to
purchase 270,000 shares of the Company’s Common Stock, at an exercise price of
$28.49 per share. This option is not pursuant to a shareholder approved plan
but
is pursuant to a NASDAQ approved exception. The option is subject to terms,
conditions and restrictions similar to those contained in the Company’s 2006
Equity Incentive Plan.
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.
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SHUTTERFLY,
INC.
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By:
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/s/ Jeffrey
T. Housenbold
President
and Chief Executive Officer
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Date: December
3, 2007