Shutterstock (SSTK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 22, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• A merger with Getty Images was approved by shareholders in June 2025 and is pending regulatory approval; upon closing, shares will be delisted from the NYSE.

• 2024 business highlights include a 7% revenue increase to $935.3M, flat operating income, a 67% drop in net income, and a 3% rise in adjusted EBITDA.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class I directors for three-year terms, approve executive compensation on an advisory basis, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2025.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; nominees for 2025 are Jonathan Oringer, Rachna Bhasin, and Jaime Teevan.

• Following the merger, the new board will have 11 members, with four designated by the company.

• The board maintains a majority of independent directors and has adopted comprehensive governance policies, including a code of ethics and director resignation policy.

• Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.