* FRONT COVER
* WHO WE ARE
* OUR STRATEGY
* LETTER TO SHAREHOLDERS
* NON-GAAP FINANCIAL MEASURES
* NOTICE REGARDING FORWARD-LOOKING STATEMENTS
* PROXY STATEMENT
+ PROXY SUMMARY
+ NOTICE OF 2019 ANNUAL MEETING
+ TABLE OF CONTENTS
+ QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING
+ PROPOSAL NO. 1 ELECTION OF DIRECTORS
- BOARD OF DIRECTORS
- EXECUTIVE OFFICERS
+ CORPORATE GOVERNANCE
+ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
+ SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
+ PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
+ EXECUTIVE COMPENSATION
- COMPENSATION DISCUSSION AND ANALYSIS
+ REPORT OF THE COMPENSATION AND LEADERSHIP
DEVELOPMENT COMMITTEE OF THE BOARD
OF DIRECTORS
+ EXECUTIVE COMPENSATION TABLES
- SUMMARY COMPENSATION TABLE
- GRANTS OF PLAN-BASED AWARDS
- OUTSTANDING EQUITY AWARDS AT YEAR-END
- OPTION EXERCISES AND STOCK VESTED
- CEO PAY RATIO
- POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE OF CONTROL
+ DIRECTOR COMPENSATION
+ PROPOSAL NO. 3 AMENDMENT OF 2015 EQUITY
INCENTIVE PLAN
+ PROPOSAL NO. 4 RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
- PRINCIPAL ACCOUNTANT FEES AND SERVICES
- AUDIT FEES
- AUDIT-RELATED FEES
- TAX FEES
- ALL OTHER FEES
- PRE-APPROVAL POLICIES AND PROCEDURES
+ REPORT OF THE AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS
+ CERTAIN TRANSACTIONS
+ OTHER MATTERS
+ ANNUAL REPORT ON FORM 10-K
+ APPENDIX A SHUTTERFLY, INC. 2015 EQUITY
INCENTIVE PLAN
* FORM 10-K
+ TABLE OF CONTENTS
+ NOTE ABOUT FORWARD-LOOKING STATEMENTS
+ PART I
- ITEM 1. BUSINESS
- ITEM 1A. RISK FACTORS
- ITEM 1B. UNRESOLVED STAFF COMMENTS
- ITEM 2. PROPERTIES
- ITEM 3. LEGAL PROCEEDINGS
- ITEM 4. MINE SAFETY DISCLOSURES
+ PART II
- ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
- ITEM 6. SELECTED FINANCIAL DATA
- ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- ITEM 7A. QUANTITATIVE ANDQUALITATIVE
DISCLOSURES ABOUT MARKET RISK
- ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
+ Index to Consolidated Financial Statements
+ Report of Independent Registered Public Accounting Firm
+ Consolidated Balance Sheets
+ Consolidated Statements of Operations
+ Consolidated Statements of Stockholders’ Equity
+ Consolidated Statement of Comprehensive Income (Loss)
+ Consolidated Statements of Cash Flows
+ Notes to Consolidated Financial Statements
+ Note 1—Description of Business
+ Note 2—Summary of Significant
Accounting Policies
+ Note 3—Revenue
+ Note 5—Balance Sheet Components
+ Note 6—Investments
+ Note 7—Fair Value Measurement
+ Note 8—Derivative Financial Instruments
+ Note 9—Commitments and Contingencies
+ Note 10—Stock-Based Compensation
+ Note 11—Income Taxes
+ Note 12—Employee Benefit Plan
+ Note 13—Share Repurchase Program
+ Note 14—Debt
+ Note 15—Segment Reporting
+ Note 16—Restructuring
+ Note 17—Quarterly Financial Data (Unaudited)
+ Note 18—Subsequent Event
+ Schedule II - Valuation and Qualifying Accounts
- ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- ITEM 9A. CONTROLS AND PROCEDURES
- ITEM 9B. OTHER INFORMATION
+ PART III
- ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
- ITEM 11. EXECUTIVE COMPENSATION
- ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
- ITEM 13. CERTAIN RELATIONSHIPSAND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
- ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
+ PART IV
- ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULE
- ITEM 16. FORM 10K SUMMARY
+ SIGNATURES
+ POWER OF ATTORNEY
+ EXHIBIT 23.01 - CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
+ CERTIFICATIONS
* STOCK PERFORMANCE GRAPH
* BACK COVER
