Shutterstock, Inc.

DEF 14A 1 a2025-q4_defx14a.htm DEF 14A

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 ☐

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):

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 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) to be held on Monday, December 22, 2025 at 10:00 a.m. Eastern Time. The 2025 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast.

You will be able to attend the 2025 Annual Meeting online and submit your questions during the meeting via live webcast at www.virtualshareholdermeeting.com/SSTK2025. In order to attend the 2025 Annual Meeting as a stockholder, a control number will be required. For registered stockholders, the control number can be found on your proxy card. You will also be able to vote your shares electronically at the 2025 Annual Meeting. Please note that you will not be able to attend the 2025 Annual Meeting in person.

On or about November 20, 2025, we mailed to our stockholders a copy of this proxy statement (the “Proxy Statement”), the proxy card and our 2024 Annual Report to Stockholders (the “2024 Annual Report”) (together, the “Proxy Materials”). We encourage you to read our 2024 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 2025 Annual Meeting are described in this Proxy Statement.

Your vote is important. Whether or not you plan to attend the 2025 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 by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this Proxy Statement or the accompanying proxy card you received in the mail. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the 2025 Annual Meeting regardless of whether you attend the 2025 Annual Meeting.

As previously disclosed, on January 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to combine in a merger-of-equals transaction with Getty Images Holdings, Inc. (NYSE:GETY) (“Getty Images”) (such transaction referred to herein as the “Merger”). A majority of Shutterstock stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders held on June 10, 2025. The Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the New York Stock Exchange (the “NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended. For additional information related to the Merger, please refer to the definitive proxy statement filed by the Company and the definitive information statement and prospectus filed by Getty Images with the SEC on April 30, 2025 the (collectively, “Information Statement and Proxy Statement/Prospectus”) and our other filings with the SEC.

Thank you for your ongoing support of, and continued interest in, Shutterstock.

Sincerely,

Paul J. Hennessy

Chief Executive Officer

SHUTTERSTOCK, INC.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

John Lapham

Senior Vice President, General Counsel and Corporate Secretary

New York, New York

Our Proxy Statement and 2024 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 2024 Annual Report before voting.

Meeting Information

How to Vote

Your vote is important. You may vote your shares in advance of the 2025 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 2025 Annual Meeting, you do not need to mail in a proxy card.

We first began sending our stockholders the Proxy Materials, and made our proxy materials available, on or about November 20, 2025.

PROPOSALS AT THE 2025 ANNUAL MEETING

2024 Business Highlights(1)

Over 4.0 million active, paying customers contributed to our revenue in 2024. Our contributors made their images, footage and music tracks available in our collection, which has grown to 800 million images and 59 million footage clips as of December 31, 2024. This makes our collection of content one of the largest of its kind, and we delivered 134.3 million paid downloads to our customers across our brands during the year ended December 31, 2024. The highlights of our 2024 performance versus 2023 performance(1) include:

•Revenue increased 7% to $935.3 million

•Income from operations was $68.7 million, essentially flat

•Net income decreased 67% to $35.9 million

•Adjusted EBITDA increased 3% to $247.1 million(2)

•Operating cash flows decreased $107.9 million to $32.6 million(2)

•Adjusted free cash flow decreased $29.8 million to $108.7 million(2)

(1) For additional information regarding our financial results, please see the Original Form 10-K, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For a description of our key metrics, including number of subscribers, subscriber revenue, average revenue per customer, paid downloads, revenue per download and content in our collection, see “Key Operating Metrics” within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Original Form 10-K.

(2) For a discussion regarding, and reconciliation of, our non-GAAP to GAAP financial measures, please see Annex A.

At our 2024 Annual Meeting, approximately 94.8% of the votes cast by stockholders on the advisory vote on executive compensation were in favor of the compensation of our named executive officers. The Board and Compensation Committee reviewed these final vote results and determined that, given the significant level of support of our approach to compensation by our stockholders, stockholders were not demanding significant changes to our executive compensation policies.

Pending Merger with Getty Images

As previously disclosed, on January 6, 2025, the Company entered into the Merger Agreement to combine in a merger-of-equals transaction with Getty Images. A majority of Shutterstock stockholders approved the adoption of the Merger Agreement at a special meeting of stockholders held on June 10, 2025. The Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Subject to the satisfaction of the closing conditions, upon closing of the Merger, Shutterstock’s common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended. For additional information related to the Merger, please refer to the Information Statement and Proxy Statement/Prospectus and our other filings with the SEC.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Shutterstock, Inc.’s (“Shutterstock,” “we,” “us,” or the “Company”) plans, intentions, expectations, assumptions, goals and beliefs regarding its business, including the expected benefits, timing and completion of the proposed Merger. All statements other than statements of historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our proposed Merger, future business, our ability to consummate other acquisitions and integrate the businesses we have acquired or may acquire into our existing operations, management strategies and our competitive position.

You can identify many forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expects,” “aims,” “anticipates,” “believes,” “estimates,” “intends,” “plans,” “predicts,” “projects,” “seeks,” “potential,” “opportunities,” “targets,” “goals,” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially include, among other things, risks related to the closing of our propose Merger and those factors discussed under “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2025, and our Form 10-K/A filed on March 28, 2025, as supplemented from time to time. Given these and other risks and uncertainties, you should not place undue reliance on any forward-looking statements.

The forward-looking statements contained in this Proxy Statement speak only as of the date of this Proxy Statement. We do not intend, and except as required by law, undertake no obligation, to update any forward-looking statements as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Proxy Statement.