|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 5/07/15 Shutterfly Inc 10-Q 3/31/15 66:6.8M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 601K
2: EX-10.01 Material Contract HTML 39K
3: EX-10.02 Material Contract HTML 40K
4: EX-31.01 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.02 Certification -- §302 - SOA'02 HTML 27K
6: EX-32.01 Certification -- §906 - SOA'02 HTML 22K
7: EX-32.02 Certification -- §906 - SOA'02 HTML 22K
44: R1 Document and Entity Information HTML 46K
34: R2 Condensed Consolidated Balance Sheet (Unaudited) HTML 125K
42: R3 Condensed Consolidated Balance Sheet (Unaudited) HTML 32K
(Parenthetical)
47: R4 Condensed Consolidated Statement of Operations HTML 64K
(Unaudited)
61: R5 Condensed Consolidated Statement of Operations HTML 35K
(Unaudited) (Parenthetical)
36: R6 Condensed Consolidated Statement of Comprehensive HTML 39K
Income/(Loss) (Unaudited)
41: R7 Condensed Consolidated Statement of Cash Flows HTML 143K
(Unaudited)
31: R8 The Company and Summary of Significant Accounting HTML 45K
Policies
23: R9 Stock-Based Compensation HTML 64K
62: R10 Net Loss Per Share HTML 36K
49: R11 Investments HTML 90K
48: R12 Fair Value Measurement HTML 44K
53: R13 Balance Sheet Components HTML 80K
54: R14 Convertible Senior Notes HTML 61K
52: R15 Share Repurchase Program HTML 26K
55: R16 Restructuring HTML 42K
43: R17 Segment Reporting HTML 71K
46: R18 Commitments and Contingencies HTML 42K
51: R19 The Company and Summary of Significant Accounting HTML 65K
Policies (Policies)
66: R20 Stock-Based Compensation (Tables) HTML 58K
57: R21 Net Loss Per Share (Tables) HTML 33K
38: R22 Investments (Tables) HTML 93K
50: R23 Fair Value Measurement (Tables) HTML 42K
40: R24 Balance Sheet Components (Tables) HTML 85K
19: R25 Convertible Senior Notes (Tables) HTML 50K
58: R26 Restructuring (Tables) HTML 41K
63: R27 Segment Reporting (Tables) HTML 61K
27: R28 The Company and Summary of Significant Accounting HTML 22K
Policies (Details)
26: R29 Stock Option Activity (Details) HTML 80K
29: R30 Stock-Based Compensation (Details) HTML 25K
30: R31 Restricted Stock Unit Activity (Details) HTML 68K
32: R32 Net Loss Per Share (Details) HTML 30K
18: R33 Investments (Details) HTML 82K
56: R34 Fair Value Measurement of Cash Equivalents and HTML 38K
Investments (Details)
37: R35 Fair Value Measurement of Convertible Senior Notes HTML 23K
(Details)
39: R36 Balance Sheet Components (Prepaid Expenses and HTML 33K
Other Current Assets) (Details)
21: R37 Balance Sheet Components (Other Assets, HTML 22K
Non-Current) (Details)
65: R38 Balance Sheet Components (Property and Equipment) HTML 62K
(Details)
14: R39 Balance Sheet Components (Accrued Liabilities) HTML 46K
(Details)
33: R40 Balance Sheet Components (Other Liabilities, HTML 31K
Non-Current) (Details)
60: R41 Convertible Senior Notes Schedule of Convertible HTML 39K
Senior Notes (Details)
20: R42 Convertible Senior Notes Schedule of Interest HTML 35K
Expense Related to Convertible Senior Notes
(Details)
25: R43 Convertible Senior Notes Additional Information HTML 79K
(Details)
28: R44 Share Repurchase Program (Details) HTML 33K
35: R45 Restructuring - Restructuring Costs (Details) HTML 28K
17: R46 Restructuring - Restructuring Reserve Activity HTML 42K
(Details)
22: R47 Segment Reporting (Details) HTML 45K
15: R48 Commitments and Contingencies Build-to-Suit Leases HTML 25K
(Details)
59: R49 Commitments and Contingencies Syndicated Credit HTML 48K
Facility (Details)
64: XML IDEA XML File -- Filing Summary XML 92K
16: EXCEL IDEA Workbook of Financial Reports XLSX 131K
24: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 831K
8: EX-101.INS XBRL Instance -- sfly-20150331 XML 1.20M
10: EX-101.CAL XBRL Calculations -- sfly-20150331_cal XML 163K
11: EX-101.DEF XBRL Definitions -- sfly-20150331_def XML 390K
12: EX-101.LAB XBRL Labels -- sfly-20150331_lab XML 1.15M
13: EX-101.PRE XBRL Presentations -- sfly-20150331_pre XML 628K
9: EX-101.SCH XBRL Schema -- sfly-20150331 XSD 125K
45: ZIP XBRL Zipped Folder -- 0001125920-15-000059-xbrl Zip 148K
| ex10_01 Q1-15 |
Element | Threshold | Target | Maximum |
Base
Salary | n/a | $700,000 (+7.7%) | n/a |
Cash Bonus Target | 75% | 100% | 200% |
Total Cash Target | $1,225,000 | $1,400,000 | $2,100,000 |
Time-Based RSU (45% of total)(1) | $6,805,620 | $6,805,620 | $6,805,620 |
Performance-Based
RSU (55% of total)(2) | $3,245,468 | $8,564,580 | $18,931,894 |
Total RSU | $10,051,088 | $15,460,200 | $25,737,514 |
Total RSU shares | 236,250 | 360,000 | 595,125 |
Total Compensation | $11,276,088 | $16,860,200 | $27,837,514 |
• | Base salary of $700,000, effective December 1, 2014 |
• | Cash bonus target
of 100% of base salary, earned quarterly in accordance with the 2015 Quarterly Bonus Plan (CEO & eStaff); maximum bonus is 200% of target |
• | 162,000 Time-vested Restricted Stock Units (RSU) with a target grant value of $6,805,620 |
◦ | Value of shares determined by multiplying the share count by the closing price on the date of grant – November 20, 2014 |
◦ | Vesting
will occur over 4 years, 25% each on the 1st, 2nd, 3rd and 4th anniversary of the grant date |
• | 198,000 Performance-based Restricted Stock Units (PBRSU) with a target grant value of $8,654,580, modified for absolute company performance by Trigger and Funding Goals, and relative company performance in a Relative Shareholder Return Modifier Goal, as follows: |
o | Trigger
Goal: EBITDA one year target for 2015, must be achieved at the “target” level set for this plan of $181M in 2015; achievement below target results in no earned PBRSU |
o | Funding Goal: Revenue 1 year goal in 2015 will earn PBRSU as follows: |
Funding Table | Revenue Attained | Percent of PBRSU Earned |
Threshold | $1.015B | 50% |
Target | $1.029B | 100% |
Maximum | $1.10B | 175% |
▪ | Achievement
between Threshold and Target, or Target and Maximum will be interpolated on a straight-line basis |
o | Relative Shareholder Return Modifier Goal: Comparison SFLY 2-year cumulative share value growth compared to Russell 2000 Index (RUT) share value growth over the same period*, will modify the PBRSU Funding as follows: |
§ | Minimum: If SFLY is 25 percentage points or lower than RUT = 75% of Funded Goal result |
§ | Target: If
SFLY is Equal to RUT = 100% of Funded Goal result |
§ | Maximum: If SFLY is 25 percentage points or higher than RUT = 125% of Funded Goal result |
§ | Achievement between Minimum and Target, or Target and Maximum will be interpolated on a straight-line basis; every whole percentage point of SFLY 2-year cumulative share value growth that is above or below the RUT Index, will add or subtract, respectively, 1% from the 100% of Funded Goal result |
§ | Example: SFLY
2 year cumulative share value growth = 30% |
o | Vesting of earned PBRSU under the funding goal will occur over 3 years; one third on the 1st anniversary of the grant based on achievement of performance goals, and one third on both the 2nd and 3rd anniversaries of the grant assuming
continued service until that date. |
o | Vesting of earned PBRSUs under the RUT modifier will occur over 3 years, with two thirds on the 2nd anniversary of the grant based on achievement of market goals; and the remaining one third on the 3rd anniversary of the grant assuming continued service until that date. |
o | In order to ensure sufficient pool shares in the 2006 Equity Incentive Plan to accommodate
the full range of PBRSU shares earned under this plan, the PBRSU grant will be made at the Maximum grant date face value shown in the Plan Summary above, with achievement of the PBRSU goals determining the portion of the grant that vests |
o | PBRSU Calculation to determine number of shares to vest: |
§ | Target Shares x Trigger Goal Result x Funding Goal Result x Modifier Goal Result |
§ | Example
assuming Trigger achieved (100%), Funding @ 150%, Modifier @ 110%: |
• | 198,000 x 100% Trigger x 150% Funding x 110% Modifier = 326,700 to vest |
• | The RSU and PBRSU grants will be governed by Shutterfly’s 2006 Equity Incentive Plan. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/7/15 | 4 | ||
| Filed on: | 5/6/15 | |||
| For Period end: | 3/31/15 | |||
| 12/1/14 | ||||
| 11/20/14 | 3, 4 | |||
| List all Filings | ||||