Shutterstock Announces Board and Executive Changes

Ticker: SSTK · Form: 8-K · Filed: Dec 2, 2025 · CIK: 1549346

Sentiment: neutral

Topics: governance, executive-compensation, board-changes

TL;DR

Shutterstock board shakeup and exec comp changes announced Nov 25.

AI Summary

Shutterstock, Inc. announced on November 25, 2025, changes related to its board of directors and executive compensation. The filing details the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for key personnel.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial or operational risks indicated.

Key Players & Entities

FAQ

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

The filing indicates the departure of certain officers but does not specify the exact roles in this section.

Who are the newly elected directors?

The filing mentions the election of directors but does not list their names in this summary section.

What are the key changes in compensatory arrangements?

The filing notes updates to compensatory arrangements for certain officers, but the specific details are not provided in this overview.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on November 25, 2025.

What is the principal executive office address for Shutterstock, Inc.?

The principal executive offices are located at 350 Fifth Avenue, 20th Floor, New York, NY 10118.

Filing Stats: 648 words · 3 min read · ~2 pages · Grade level 12.5 · Accepted 2025-12-02 16:15:39

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 November 25, 2025, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Shutterstock, Inc. (the "Company") approved an award of 375,110 restricted stock units (the "RSUs") to Paul J. Hennessy, the Company's chief executive officer, which have a grant date of December 1, 2025 (the "Grant Date") and vest on July 1, 2027. The number of RSUs granted was calculated by dividing $8.5 million, the total dollar value of the award, by the average of the Company's closing price for a share of common stock on each trading day during the 30 trading-day period ending on the date immediately prior to the Grant Date. The RSUs were designed to promote Mr. Hennessy's retention for an additional period of service and through the closing of the Company's previously disclosed pending merger with Getty Images Holdings, Inc. (the "Pending Merger") and were granted in lieu of performance stock units ("PSUs") in accordance with that certain Agreement and Plan of Merger with Getty Images Holdings, Inc. that requires the Company to award RSUs in lieu of PSUs on a going forward basis. In particular, the RSUs, which were granted pursuant to the terms of the Amended and Restated 2022 Omnibus Equity Incentive Plan and applicable award agreement, vest subject to Mr. Hennessey's continued service through the July 1, 2027 vesting date or upon a termination without Cause or, following a change in control of the Company that would include the closing of the Pending Merger, a termination without Cause or resignation for Good Reason, in each case as defined in Mr. Hennessey's Employment Agreement, dated as of May 8, 2022 and amended as of June 18, 2024.

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. SHUTTERSTOCK, INC. Dated: December 2, 2025 By: /s/ Rik Powell Rik Powell Chief Financial Officer

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