Getty Images Announces $100M Stock Repurchase Program
Ticker: GETY · Form: 8-K · Filed: Jun 18, 2024 · CIK: 1898496
Sentiment: bullish
Topics: share-repurchase, capital-return, board-approval
TL;DR
Getty Images is buying back up to $100M of its stock until June 2026.
AI Summary
Getty Images Holdings, Inc. announced on June 18, 2024, that its Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $100 million of its common stock. This program is effective immediately and will continue until June 12, 2026, or until the repurchase authorization is fully utilized.
Why It Matters
This significant stock repurchase program signals management's confidence in the company's valuation and its commitment to returning capital to shareholders, potentially boosting stock price.
Risk Assessment
Risk Level: medium — While a stock repurchase can be positive, the effectiveness depends on the company's financial health and whether the repurchases are made at a favorable valuation.
Key Numbers
- $100M — Stock Repurchase Authorization (Amount authorized for share buybacks)
- June 12, 2026 — Program Expiration (End date for the stock repurchase program)
Key Players & Entities
- Getty Images Holdings, Inc. (company) — Registrant
- $100 million (dollar_amount) — Stock repurchase authorization
- June 12, 2026 (date) — Expiration date of repurchase program
- June 18, 2024 (date) — Date of report
- June 12, 2024 (date) — Date of earliest event reported
FAQ
What is the total amount authorized for Getty Images' new stock repurchase program?
The company has authorized the repurchase of up to $100 million of its common stock.
When does the new stock repurchase program become effective?
The program is effective immediately as of the filing date, June 18, 2024.
What is the expiration date of the stock repurchase program?
The program is set to expire on June 12, 2026, or when the authorization is fully utilized.
Who approved the stock repurchase program?
The Board of Directors of Getty Images Holdings, Inc. approved the program.
What type of securities is Getty Images planning to repurchase?
Getty Images plans to repurchase shares of its common stock.
Filing Stats: 1,372 words · 5 min read · ~5 pages · Grade level 11.6 · Accepted 2024-06-18 16:30:40
Filing Documents
- tm2416969d1_8k.htm (8-K) — 47KB
- tm2416969d1_ex3-1.htm (EX-3.1) — 102KB
- tm2416969d1_ex3-2.htm (EX-3.2) — 125KB
- tm2416969d1_8kimg001.jpg (GRAPHIC) — 4KB
- 0001104659-24-072842.txt ( ) — 517KB
- gety-20240612.xsd (EX-101.SCH) — 3KB
- gety-20240612_lab.xml (EX-101.LAB) — 33KB
- gety-20240612_pre.xml (EX-101.PRE) — 22KB
- tm2416969d1_8k_htm.xml (XML) — 4KB
02. Departure of Directors or Certain Officers; Election
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Tracy Knox, who was appointed to the Board of Directors (the " Board ") of Getty Images Holdings, Inc. (the " Company ") on April 10, 2024 (which was previously disclosed by the Company on Form 8-K on April 11, 2024), was appointed by the Board as the Chair of the Company's Audit Committee on June 12, 2024. On June 13, 2024, Jonathan Klein resigned as a member of the Board and a member of the Company's Audit Committee. Mr. Klein's resignation is not due to any disagreement with the Company or any matter related to the Company's operations, policies or practices.
03. Amendments to Articles of Incorporation
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the " Annual Meeting ") of the Company held on June 12, 2024, the Company's stockholders approved and adopted an amendment to the Company's Amended and Restated Certificate of Incorporation (as amended and restated, the " A&R Certificate of Incorporation ") to provide for the exculpation of officers of the Company against personal liability for certain breaches of fiduciary duties, to the extent provided by Delaware General Corporation Law (" DGCL "), as further described on pages 23 to 24 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the " Proxy Statement "). The A&R Certificate of Incorporation was approved by the Board on April 10, 2024. The A&R Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on June 14, 2024. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Additionally, effective as of June 12, 2024, the Board approved amendments to the Company's amended and restated by-laws (as amended, the " Amended and Restated Bylaws ") to, among other things, (i) update the advance notice bylaws to reflect the passage of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), (ii) update stockholder list requirements to reflect recent updates to the DGCL and (iii) make other ministerial and procedural updates. The foregoing description of the updated provisions in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On June 12, 2024, the Company held the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Exchange Act, pursuant to the Proxy Class A Common Stock of the Company, together representing 94.24% of the voting power of the shares of Class A Common Stock of the Company as of the close of business on April 15, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The stockholders of the Company voted on the following proposals at the Annual Meeting, each of which is described in more detail in the Proxy Statement: 1. To elect four Class II directors to serve until the Company's 2027 annual meeting of stockholders and until their successors have been duly elected and qualified; 2 2. To approve the A&R Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers; and 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The number of votes cast with respect to each proposal was as indicated below. 1. Election of Directors Director Nominee Votes For Votes Withheld Broker Non-Votes Chinh Chu 377,492,469 470,461 7,020,318 Mark Getty 377,508,743 454,187 7,020,318 Tracy Knox 377,872,422 90,508 7,020,318 Brett Watson 377,604,743 358,187 7,020,318 Based on the votes set forth above, each director nominee was duly elected to serve until the Company's 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. 2. Approval of the A&R Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of officers Votes For Votes Against Abstentions Broker
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Getty Images Holdings, Inc. (effective as of June 14, 2024) 3.2 Amended and Restated By-Laws of Getty Images Holdings, Inc. (effective as of June 12, 2024) 101 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 18, 2024 GETTY IMAGES HOLDINGS, INC. By: /s/ Kjelti Kellough Name: Kjelti Kellough Title: Senior Vice President, General Counsel, and Corporate Secretary