November 8, 2012

Shutterfly Reports Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)

REDWOOD CITY, Calif.--(BUSINESS WIRE)-- Shutterfly, Inc. (NASDAQ:SFLY), announced today that the Compensation Committee of its Board of Directors granted inducement awards over the course of 2012 to fifteen new employees, including Brian M. Regan, Shutterfly's Chief Financial Officer, John Boris, its Chief Marketing Officer, and certain key employees in connection with the acquisitions of Photoccino Ltd. and Penguin Digital, Inc. Shutterfly previously announced Mr. Regan's and Mr. Boris's appointments as well as the acquisitions of Photoccino Ltd. and Penguin Digital, Inc.

Mr. Regan's inducement award consists of a restricted stock unit award representing the right to receive up to 155,000 shares of Shutterfly's common stock, which award will vest over four years, with 25% of the underlying shares vesting on each of the first, second, third and fourth anniversaries of the grant date. The Compensation Committee of Shutterfly's Board of Directors granted the awards on September 15, 2012.

Mr. Boris's inducement award consists of a restricted stock unit award representing the right to receive up to 114,000 shares of Shutterfly's common stock, which award will vest over four years, with 25% of the underlying shares vesting on each of the first, second, third and fourth anniversaries of the grant date. The Compensation Committee of Shutterfly's Board of Directors granted the awards on May 15, 2012.

Inducement awards to be divided among five employees of Photoccino Ltd. consist of restricted stock unit awards representing the right to receive up to 145,720 shares of Shutterfly's common stock, which award will vest over three years, with 33% of the underlying shares vesting on each of the first, second, and third anniversaries of the acquisition date. The Compensation Committee of Shutterfly's Board of Directors granted the awards on July 17, 2012.

Inducement awards to be divided among eight employees of Penguin Digital, Inc. consist of restricted stock unit awards representing the right to receive up to 114,564 shares of Shutterfly's common stock, which award will vest over three years, with 33% of the underlying shares vesting on each of the first, second, and third anniversaries of the grant date. Two key employees will also divide 73,648 performance based restricted stock unit awards, which may be earned over three years based upon the employees achieving certain product milestones. The Compensation Committee of Shutterfly's Board of Directors granted the awards on October 15, 2012.

The restricted stock unit awards were all granted as inducements material to the new employees entering into employment with Shutterfly in accordance with NASDAQ Listing Rule 5635(c)(4).

About Shutterfly, Inc.

Shutterfly, Inc. is the leading manufacturer and digital retailer of high-quality personalized products and services offered through a family of lifestyle brands. Founded in 1999, the Shutterfly, Inc. family of brands includes: Shutterfly, where your photos come to life in photo books, cards and gifts; Tiny Prints, premium cards and stationery for all life's occasions; Wedding Paper Divas, wedding invitations and stationery for every step of the planning process; and Treat, personalized greeting cards that really stand out. For more information about Shutterfly, Inc. (NASDAQ:SFLY), visit http://www.shutterfly.com.

Shutterfly, Inc.
Gretchen Sloan, 650-610-5276 (Media Relations)
gsloan@shutterfly.com
Mike Look, 650-6105910 (Investor Relations)
mlook@shutterfly.com

Source: Shutterfly, Inc.

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