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Actionable news in SFLY: Shutterfly, Inc.,

Departure of Directors or Certain

(b)

On October23, 2015, Brian Regan submitted his resignation from his position as Senior Vice President and Chief Financial Officer of Shutterfly, Inc. (the Company) effective November6, 2015. Mr.Regan is resigning to pursue other opportunities.

(c)

On October27, 2015, the Company publicly announced that on October27, 2015, the Board of Directors of the Company (Board) appointed Mike Pope, age 49, as Senior Vice President of the Company, effective upon his commencement of employment, which is expected to occur on October27, 2015 and as Chief Financial Officer effective November 6, 2015.

Before joining the Company and from May 2013 to May 2015, Mr.Pope served as Chief Financial Officer of Clean Power Finance, an online business -to-business marketplace connecting the solar industry with capital markets. From October 2008 through June 2012, he served as Chief Operating Officer and Chief Financial Officer of MarketTools, an internet-based market research company. Prior to joining MarketTools, from 1992 to 2008, Mr.Pope held various positions at BearingPoint, Network General, DigitalThink and Dionex Corporation.

In connection with this appointment, the Compensation Committee of the Board (Compensation Committee) approved, and Mr.Pope and the Company entered into, an Offer Letter of Employment dated October23, 2015 (Offer Letter).Pursuant to the Offer Letter, Mr.Pope will receive an annual base salary of $415,000 and will be eligible for a bonus of up to 40% of base salary under the Companys Quarterly Bonus Plan.

In addition, the Compensation Committee also granted Mr.Pope 70,000 inducement restricted stock units (RSUs) and 70,000 inducement performance based RSUs...


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