Getty Images (GETY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on September 8, 2025, with voting available online, by phone, or by mail for shareholders of record as of July 14, 2025.

• Key business includes electing three Class III directors and ratifying Ernst & Young LLP as the independent auditor for 2025.

• A significant merger with Shutterstock is pending, with Getty Images shareholders expected to own 54.7% of the combined company post-transaction.

• Forward-looking statements highlight risks and uncertainties, especially regarding the merger and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on electing Craig Peters, Michael Harris, and Hilary Schneider as Class III directors for terms expiring in 2028.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025 is on the agenda.

• No other business is currently anticipated, but proxies may vote on other matters at their discretion.

• Shareholder proposals for the 2026 meeting must be submitted by March 24, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten members divided into three classes with staggered three-year terms.

• Board composition is influenced by a Stockholders Agreement, granting nomination rights to major shareholders based on ownership thresholds.

• A majority of directors are independent, and the roles of Chair and CEO are separated.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• Annual board and committee self-evaluations are conducted to assess effectiveness.