Shutterstock Inc
For the period ended Jun 6, 2024. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 6, 2024 · Filed Apr 26, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | | | Preliminary Proxy Statement |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material under §240.14a-12 |
SHUTTERSTOCK, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | | | No fee required. |
|---|---|---|---|
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Shutterstock, Inc.
350 Fifth Avenue, 20th Floor
New York, New York 10118
Dear Stockholder:
On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to be held on Thursday, June 6, 2024 at 10:00 a.m. Eastern Time. The 2024 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast.
You will be able to attend the 2024 Annual Meeting online and submit your questions during the meeting via live webcast at www.virtualshareholdermeeting.com/SSTK2024. In order to attend the 2024 Annual Meeting as a stockholder, a control number will be required. For registered stockholders, the control number can be found on your Notice of Internet Availability of Proxy Materials or your proxy card. You will also be able to vote your shares electronically at the 2024 Annual Meeting. Please note that you will not be able to attend the 2024 Annual Meeting in person.
We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, on or about April 26, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of a paper copy of this proxy statement (the “Proxy Statement”), the proxy card and our 2023 Annual Report to Stockholders (the “2023 Annual Report”) (together, the “Proxy Materials”). The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to receive a paper copy of our Proxy Materials by mail. Continuing to employ this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials. We encourage you to read our 2023 Annual Report, as it includes our audited financial statements and provides important information about our business.
Details regarding the business to be conducted at the 2024 Annual Meeting are described in this proxy statement and in the Notice.
Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting via live webcast, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive or received a paper copy of our Proxy Materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this Proxy Statement, the accompanying proxy card, or the Notice you received in the mail. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the 2024 Annual Meeting regardless of whether you attend the 2024 Annual Meeting.
Thank you for your ongoing support of, and continued interest in, Shutterstock.
Sincerely,
Paul J. Hennessy
Chief Executive Officer
SHUTTERSTOCK, INC.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | | | 10:00 a.m. Eastern Time, on Thursday, June 6, 2024. |
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| Place: | | | Via live webcast at: www.virtualshareholdermeeting.com/SSTK2024You will not be able to attend the 2024 Annual Meeting in person. |
| Admission: | | | To participate, vote or submit questions during the 2024 Annual Meeting, access via live webcast, www.virtualshareholdermeeting.com/SSTK2024. The 2024 Annual Meeting will begin promptly at 10:00 a.m. Eastern Time and will open for entry at 9:45 a.m. Eastern Time. |
| Items of Business: | | | • To elect the Class III director nominees named in this proxy statement for a term expiring at the 2027 Annual Meeting of Stockholders;• To cast a non-binding advisory vote to approve named executive officer compensation (“say-on-pay”);• To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; • To approve the amendment to the 2022 Omnibus Equity Incentive Plan; and• To transact such other business as may properly come before the 2024 Annual Meeting or any adjournments or postponements thereof. |
| Record Date: | | | You are entitled to vote only if you were a holder of common stock, $0.01 par value per share (“Common Stock”) of Shutterstock, Inc. as of April 8, 2024. |
| Voting: | | | Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting via live webcast, we encourage you to read this proxy statement and submit your voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Questions and Answers About the Proxy Materials and the 2024 Annual Meeting” in this proxy statement and, if you requested to receive or received printed proxy materials, your enclosed proxy card. |
We are again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish their proxy statement, proxy card and annual report to their stockholders over the Internet. We believe this e-proxy process expedites stockholders’ receipt of proxy materials, while lowering the costs and reducing the environmental impact of our annual meeting.
On or about April 26, 2024, we mailed to our stockholders a Notice containing instructions on how to access this Proxy Statement and 2023 Annual Report and how to vote online.
All stockholders that previously requested paper delivery of communications from us will continue to receive a paper copy of our Proxy Materials by mail. The Notice contains instructions on how you can (i) receive a paper copy of the Proxy Statement, proxy card and 2023 Annual Report or (ii) elect to receive our Proxy Materials over the Internet if you received them by mail this year.
By Order of the Board of Directors,
John Lapham
Senior Vice President, General Counsel and Corporate Secretary
New York, New York
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to Be Held on June 6, 2024.
Our Proxy Statement and 2023 Annual Report to Stockholders are available at www.proxyvote.com.
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our 2023 Annual Report before voting.
Meeting Information
| | Date: | | | Thursday, June 6, 2024 | |
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| | Time: | | | 10:00 a.m. Eastern Time | |
| | Virtual Meeting: | | | www.virtualshareholdermeeting.com/SSTK2024 | |
| | Record Date: | | | April 8, 2024 | |
How to Vote
Your vote is important. You may vote your shares in advance of the 2024 Annual Meeting via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone or plan to vote electronically during the 2024 Annual Meeting, you do not need to mail in a proxy card.
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| | INTERNET | | | TELEPHONE | | | | |
| | To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/SSTK2024. You will need the control number printed on your notice, proxy card or voting instruction form. | | | Dial toll-free (1-800-690-6903) in accordance with instructions on you proxy card or the telephone number on your voting instruction form in accordance with instructions on the form. You will need the control number printed on your notice, proxy card or voting instruction form. | | | If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope. | |
We first began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials, and made our proxy materials available, on or about April 26, 2024.
PROPOSALS AT THE 2024 ANNUAL MEETING
| | PROPOSAL #1Directors | | | Election of each of Thomas R. Evans and Paul J. Hennessy to the Board, each to serve as a Class III director for a three-year term ending at the 2027 Annual Meeting of Stockholders or until such director’s successor has been duly elected or appointed and qualified, or until such director’s earlier resignation or removal (Proposal 1). | |
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| | Our Board unanimously recommends that you vote “FOR ALL” of the director nominees. | | |||
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| | PROPOSAL #2Say-On-Pay | | | Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement (“say-on-pay”) (Proposal 2). | |
| | Our Board unanimously recommends that you vote “FOR” approval, on a non-binding, advisory basis, of the compensation of our named executive officers. | | |||
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| | PROPOSAL #3 Auditor Ratification | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3). | |
| | Our Board unanimously recommends that you vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. | | |||
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| | PROPOSAL #4Equity Incentive Plan Amendment | | | Approval of Amendment to the 2022 Omnibus Equity Incentive Plan. | |
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| | Our Board unanimously recommends that you vote “FOR” approval of the Amendment to the 2022 Omnibus Equity Incentive Plan. | | |||
Board Tenure, Age, and Diversity
Below we provide information regarding the diversity of our directors, in terms of age, gender and other self-identified characteristics, and independence.
Business and Financial Highlights
The highlights of our 2023 performance versus 2022 performance include:
➢ Revenue increased 6% to $874.6 million.(1)
➢ 2.0 million customers contributed to revenue in 2023.
➢ 153.0 million paid downloads delivered to customers across our brands.
➢ Net income increased 45% to $110.3 million.
➢ Adjusted EBITDA increased 10% to $240.8 million.(2)
➢ Net income per diluted share increased 46% to $3.04 per share.
➢ Adjusted net income per diluted share increased 12% to $4.35 per share.(2)
| (1) | On a constant currency basis, revenue increased 5%. For additional information regarding our financial results, please see our 2023 Annual Report, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” |
| (2) | For a discussion regarding, and reconciliation of, our non-GAAP to GAAP financial measures, please see Annex A. |
Compensation Governance Highlights
We maintain the following corporate governance practices and policies that our Board believes help to advance our compensation goals, including:
| | | What we do | | | | | What we don’t do |
| | | Maintain a completely independent Compensation Committee that establishes our compensation practices | | | | | Encourage unreasonable risk taking |
| | | Design executive compensation program to align pay with performance, including long-term equity awards with vesting tied to performance achievement | | | | | No repricing underwater stock options or grants without seeking stockholder approval |
| | | Award a vast majority of pay as variable, performance-aligned opportunity and not fixed compensation | | | | | No excessive change in control or severance payments |
| | | Rigorous goals for performance-based compensation to align compensation with high performance and stockholder value | | | | | No excise tax gross-ups upon change in control termination benefits |
| | | Provide for “double-trigger” equity acceleration for our executive officers upon change in control | | | | | No defined benefit retirement plans, or supplemental retirement plans, for our executive officers |
| | | Use an independent compensation consultant | | | | | No guaranteed equity awards or bonuses for named executive officers |
| | | Clawback policy compliant with SEC and NYSE rules requiring recoupment of erroneously awarded compensation from executive officers following financial restatement | | | | | No hedging and no pledging of our equity securities by directors or employees, including our executive officers |
Shareholder Engagement and Responsiveness
We value the importance of shareholder outreach and engagement to solicit investor feedback and perspectives on topics that are important to the Company and its shareholders. In fiscal 2024 the Company proactively reached out to its top 30 investors representing approximately 64% of our total shares outstanding. We are continuously reviewing our governance practices and executive compensation programs, and we are committed to:
➢Transparency: Transparency on a range of financial and governance issues to build trust and sustain two-way dialogue that supports our business success.
➢Engagement: Proactive engagement with shareholders and stakeholder groups, including dialogue on a range of topics to identify emerging trends and issues which inform our thinking and approach.
➢Incorporation of Feedback: We seek to receive valuable commentary and insights regarding our governance and compensation practices and incorporate this feedback into our practices.
See “Compensation Discussion and Analysis - Shareholder Engagement” for a more comprehensive discussion of the Company’s engagement efforts relating to its executive compensation program.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.