Shutterstock (SSTK) Proxy filing summary

Executive summary

• FY2025 revenue rose 6% to $989.9M, operating income 9% to $75.1M, net income 27% to $45.5M, and adjusted EBITDA 10% to $271.8M vs. FY2024.

• The merger agreement with Getty Images, approved by stockholders in June 2025, terminated on July 7, 2026 after Getty Images decided not to proceed with the editorial-business sale process.

• The virtual annual meeting is scheduled for Dec. 22, 2026; the Board recommends FOR both director nominees, say-on-pay, and PwC’s FY2026 appointment.

Voting matters and shareholder proposals

• Stockholders will elect Timothy Adams and Matthew Salzberg as Class II directors for terms ending at the 2029 annual meeting, vote on advisory executive compensation, and ratify PwC for FY2026.

• Director elections require a plurality; say-on-pay and auditor ratification require FOR votes from a majority of votes cast. The Board recommends FOR all three proposals.

• Say-on-pay is held annually; the next vote is planned for the 2027 annual meeting. In 2025, approximately 85% of votes cast supported NEO compensation.

Board of directors and corporate governance

• Jonathan Oringer became CEO and Board Chair on Oct. 28, 2026, after serving as Executive Chairman; Hichame Assi became President and COO. Scott Grossman became CFO on Nov. 2, 2026.

• Adams and Salzberg are nominees; Deirdre Bigley and Alfonse Upshaw will not seek reelection. The Board has three staggered classes with three-year terms.

• Eight of nine current directors were determined independent, and each Board committee consists solely of independent directors.

• Director selection considers experience, integrity, sound judgment, commitment, conflicts, attendance, skills, and Board needs; uncontested nominees receiving more WITHHELD than FOR are expected to tender resignations.