Shutterfly 2014 Annual Report Download - page 115

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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 in the sections entitled ‘‘Executive Compensation,’’ ‘‘Compensation
Committee Interlocks and Insider Participation,’’ and ‘‘Compensation Committee Report.’’
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 in the sections entitled ‘‘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 concerning certain relationships and related transactions required by this Item is
incorporated by reference to information set forth in the Proxy Statement in the section entitled ‘‘Certain
Transactions.’’
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