Shutterstock (SSTK) Proxy Filing summary

Executive summary

• Getty Images and Shutterstock agreed to a merger, creating a combined visual content company with expanded offerings and scale.

• The transaction involves a complex multi-step merger structure, with Shutterstock becoming a wholly owned subsidiary of Getty Images.

• Shutterstock stockholders can elect to receive cash, Getty Images stock, or a mix, subject to proration; the value of consideration fluctuates with Getty Images' share price.

• Based on April 25, 2025 prices, implied per-share values are $27.47 (mixed), $26.80 (stock), and $28.85 (cash).

• After the merger, Getty Images stockholders will own about 53%, and Shutterstock stockholders about 47%, of the combined company.

Voting matters and shareholder proposals

• Shutterstock stockholders will vote on the merger agreement, a non-binding compensation proposal, and a potential adjournment of the special meeting.

• Approval of the merger requires a majority of outstanding Shutterstock shares; abstentions and non-votes count as against.

• Jonathan Oringer, holding 30.7% of Shutterstock, has agreed to vote in favor of the merger.

• Getty Images' significant stockholders (66% ownership) have already approved the stock issuance by written consent; no further Getty Images stockholder vote is required.

Board of directors and corporate governance

• The combined board will have 11 members: 6 designated by Getty Images, 4 by Shutterstock, and the CEO of Getty Images.

• Mark Getty will serve as Chairman, and Craig Peters as CEO of the combined company.

• Paul J. Hennessy is expected to join the board; other Shutterstock designees are pending.