Shutterstock (SSTK) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 22, 2025, and will be held virtually, with voting available online, by phone, or by mail.

• Key business includes director elections, a say-on-pay advisory vote, and auditor ratification.

• A pending merger with Getty Images was approved by shareholders and is expected to close upon regulatory approval, after which the company’s stock will be delisted from the NYSE.

• 2024 saw revenue increase by 7% to $935.3 million, but net income fell 67% to $35.9 million; adjusted EBITDA rose 3% to $247.1 million.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, a non-binding advisory vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor.

• The board recommends voting in favor of all proposals.

• Director resignations are planned in connection with the Getty Images merger, with board composition to change post-merger.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms.

• Five of seven directors are independent per NYSE standards; all board committees are composed solely of independent directors.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, each with defined charters and responsibilities.

• Corporate governance policies include codes of ethics, anti-corruption, whistleblower, and clawback policies.

• The board separated the roles of Executive Chairman and CEO in 2020.