Shutterstock Reports Board Changes and Executive Compensation Updates

Ticker: SSTK · Form: 8-K · Filed: Jul 5, 2024 · CIK: 1549346

Sentiment: neutral

Topics: management-change, compensation

TL;DR

Shutterstock board shake-up and exec pay adjustments filed. Watch for new strategy.

AI Summary

On June 28, 2024, Shutterstock, Inc. reported changes in its board of directors and executive compensation arrangements. The filing details the departure of certain officers and the election of new directors, alongside updates to compensatory plans for key executives. Specific details on the individuals involved and the financial implications of these compensation changes are outlined within the report.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future financial performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and compensation can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

FAQ

What specific roles have been affected by the departure of certain officers?

The filing indicates changes related to 'Departure of Directors or Certain Officers' but does not specify the exact roles vacated in the provided text.

Who are the newly elected directors?

The filing mentions the 'Election of Directors' but does not list the names of the newly elected individuals in the provided text.

What are the key changes in executive compensation arrangements?

The filing notes 'Compensatory Arrangements of Certain Officers' have been updated, but the specific details of these arrangements are not included in the provided text.

What is the date of the earliest event reported in this 8-K filing?

The earliest event reported is dated June 28, 2024.

What is Shutterstock, Inc.'s principal executive office address?

Shutterstock, Inc.'s principal executive office is located at 350 Fifth Avenue, 20st Floor New York, NY 10118.

Filing Stats: 1,252 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2024-07-03 21:25:14

Key Financial Figures

Filing Documents

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 28, 2024, the board of directors (the "Board") of Shutterstock, Inc. (the "Company") and the Compensation Committee of the Board (the "Compensation Committee") approved (i) an amendment (the "Amendment") to the Employment Agreement of the Company's chief executive officer, Paul J. Hennessy (the "Employment Agreement"), and (ii) a grant of equity to Mr. Hennessy (the "2026 Vesting Award") that will vest on July 1, 2026 pursuant to the terms described below. The Compensation Committee and Board determined to approve the 2026 Vesting Award and the Amendment in order to incentivize Mr. Hennessy's continued service and performance for the Company and to promote his retention for an additional period of service through July 1, 2026, following the July 1, 2025 vesting date of his other outstanding equity awards. The 2026 Vesting Award was also designed to recognize Mr. Hennessy's significant contributions to the Company and the importance of his continued service for the Company, while aligning his pay with Company performance and stockholder value. The terms of the 2026 Vesting Award and Amendment are described below. 2026 Vesting Award. The 2026 Vesting Award was approved pursuant to the terms of the Amended and Restated 2022 Omnibus Equity Incentive Plan and the applicable award agreement and provides for the following: Seventy-five percent of the target value of the 2026 Vesting Award, or $6,375,000, will consist of 162,544 performance stock units ("PSUs") that will vest on July 1, 2026, contingent on Mr. Hennessy's continued service through the vesting date and his achievement of performance goals to be established and approved by the Compensation Committee. The performance goals of the PSUs will reflect key metrics that the Company uses to manage its business and drive stockholder returns over time

01

Item 9.01 F inancial Statements and Exhibits. (d) Exhibits . 10.1 Amendment to the Employment Agreement, dated June 28, 2024, by and between Shutterstock, Inc. and Paul J. Hennessy 10.2 Shutterstock, Inc. Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement 10.3 Shutterstock, Inc. Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document. 3 EXHIBIT INDEX Exhibit No. Exhibit Description 10.1 Amendment to the Employment Agreement, dated June 28, 2024, by and between Shutterstock, Inc. and Paul J. Hennessy 10.2 Shutterstock, Inc. Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement 10.3 Shutterstock, Inc. Form of Amended and Restated 2022 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4 SIGNATURE 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. SHUTTERSTOCK, INC. Dated: July 3, 2024 By: /s/ Jarrod Yahes Jarrod Yahes Chief Financial Officer 5

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