Shutterfly 2011 Annual Report Download - page 73

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information concerning our directors required by this Item is incorporated by reference to the section in our Proxy Statement entitled
“Proposal No. 1 — Election of Directors.”
The information concerning our executive officers required by this Item is incorporated by reference to the section in our Proxy Statement
entitled “Executive Officers.”
The information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item is incorporated by
reference to the section in our Proxy Statement entitled “Section 16(a) Beneficial Ownership Reporting Compliance.”
We have adopted a written code of ethics for financial employees that applies to our principal executive officer, principal financial officer,
principal accounting officer, controller and other employees of the finance department designated by the Company’
s Chief Financial Officer.
This code of ethics, titled the “Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Department Personnel,”
can be
found on our website at www.shutterfly.com. We intend to make all required disclosures concerning any amendments to, or waivers from, our
code of ethics on our website.
The information concerning material changes to the procedures by which stockholders may recommend nominees to the Board of Directors
required by this Item, if any, is incorporated by reference to information set forth in the Proxy Statement, in the section entitled “
Information
Regarding the Board of Directors and its Committees.”
The information concerning the audit committee of the Board of Directors and the audit committee financial experts required by this Item is
incorporated by reference to information set forth in the Proxy Statement, in the section entitled “
Information Regarding the Board of Directors
and its Committees.”
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item with respect to executive compensation, risk management and the compensation committee of the
Board of Directors is incorporated by reference to information set forth in the Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the headings
“Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this Item with respect to director independence is incorporated by reference to information set forth in the
Proxy Statement.
The information concerning certain relationships and related transactions required by this Item is incorporated by reference to the section in
our Proxy Statement entitled “Certain Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information concerning principal accountant fees and services required by this Item is incorporated by reference to the section in our
Proxy Statement entitled “Ratification of Selection of Independent Registered Public Accounting Firm.”
Table of Contents
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