Getty Images Holdings, Inc.
For the period ended Oct 8, 2026. Filed Aug 28, 2026.
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Oct 8, 2026 · Filed Aug 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
Getty Images Holdings, 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computer on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter to Stockholders
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Getty Images Holdings, Inc. to be held on Thursday, October 8, 2026 at 10:30 a.m., Eastern Time. We have adopted a virtual format for our 2026 Annual Meeting to provide a consistent experience to all stockholders regardless of location.
Our stockholders (or their proxy holders) as of the close of business on the record date, August 17, 2026 (the “Record Date”), can participate in and vote at our 2026 Annual Meeting by visiting https://edge.media-server.com/mmc/p/3k7iuag9(password: getty2026) and entering the 11-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Internet Notice”), voting instruction form or proxy card. All others may view the 2026 Annual Meeting through our Investor Relations website atinvestors.gettyimages.com.
Further details regarding participation in the 2026 Annual Meeting and the business to be conducted are described in the Internet Notice and this proxy statement. We have also made available a copy of our 2025 Annual Report to Stockholders (“Annual Report”) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. If you want more information, please see the Questions and Answers section of this proxy statement or visit the 2026 Annual Meeting section of our Investor Relations website atinvestors.gettyimages.com.
Your vote is important. Whether or not you plan to participate in the 2026 Annual Meeting, 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 printed 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, as well as in the Internet Notice you received in the mail.
Thank you for your support.
Sincerely,
Craig Peters, Chief Executive Officer and Director
Notice of Annual Meeting of Stockholders
To Be Held Thursday, October 8, 2026
The Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Getty Images Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually on Thursday, October 8, 2026 at 10:30 a.m., Eastern Time. You will be able to attend the 2026 Annual Meeting online and submit your questions during the meeting by visiting https://edge.media-server.com/mmc/p/3k7iuag9(password: getty2026) and entering your 11-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The 2026 Annual Meeting will be held for the following purposes:
To elect Patrick Maxwell, Jeffrey Titterton and Thomas Walper as Class I Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of Class A common stock, par value $0.0001 per share, at a ratio, ranging from 1-for-5 to 1‑for-20;
To approve an amendment to the Getty Images Holdings, Inc. 2022 Equity Incentive Plan;
To approve an amendment to the Getty Images Holdings, Inc. 2022 Employee Stock Purchase Plan; and
To transact such other business as may properly come before the 2026 Annual Meeting and any adjournment or postponement thereof.
Our Board of Directors has set the close of business on August 17, 2026 as the record date for determining stockholders who are entitled to notice of and to vote at the 2026 Annual Meeting, and any adjournment or postponement thereof. This proxy statement, together with the accompanying 2025 Annual Report to Stockholders (“Annual Report”) and a proxy card or voting instruction form, are first being distributed or made available to stockholders on or about August 28, 2026.
To provide convenient access and promote attendance and participation, we will hold our 2026 Annual Meeting virtually. Stockholders may attend the 2026 Annual Meeting by logging in athttps://edge.media-server.com/mmc/p/3k7iuag9(password: getty2026). The meeting will begin promptly at 10:30 a.m., Eastern Time. Online check-in will begin at 9:30 a.m., Eastern Time, and you should allow for time to complete the online check-in procedure.
Stockholders who received this Notice, proxy materials and the Annual Report by email and would like to receive a paper copy of our proxy materials and Annual Report, free of charge, may: call 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers), write to helpAST@equiniti.com, or visit https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials. Please see “Questions and Answers about the 2026 Annual Meeting of Stockholders” on page 5 of the proxy statement for additional information regarding participation in the 2026 Annual Meeting.
Your vote is very important to us. You can ensure your shares are represented at the 2026 Annual Meeting if you are a stockholder of record by promptly voting electronically over the Internet or, if you requested to receive paper copies of these materials by mail, by returning your completed proxy card in the pre-addressed, postage-paid return envelope, or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. The proxy is solicited by our Board of Directors.
By Order of the Board of Directors
Senior Vice President, General Counsel and Corporate Secretary
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement | 1 |
| Note about Forward-Looking Statements | 2 |
| Background and General Information about the 2026 Annual Meeting | 3 |
| Questions and Answers about the 2026 Annual Meeting of Stockholders | 5 |
| Corporate Governance | 10 |
| Committees of our Board of Directors | 13 |
| Audit Committee | 13 |
| Compensation Committee | 15 |
| Nominating and Corporate Governance Committee | 15 |
| Proposal 1: Election of Directors | 17 |
| Continuing Members of our Board of Directors | 19 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 22 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 22 |
| Report of the Audit Committee of the Board of Directors | 24 |
| Proposal No. 3 Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split | 25 |
| Proposal No. 4 Approval of First Amendment to 2022 Equity Incentive Plan | 33 |
| Proposal No. 5 Approval of First Amendment to the 2022 Employee Stock Purchase Plan | 42 |
| Executive Officers | 48 |
| Executive and Director Compensation | 51 |
| Security Ownership of Certain Beneficial Owners and Management | 60 |
| Delinquent Section 16(a) Reports | 61 |
| Certain Relationships and Related Person Transactions | 61 |
| 2027 Stockholders’ Proposals | 64 |
| Other Matters | 65 |
| Solicitation of Proxies | 64 |
| Appendix A: Amended and Restated Certificate of Incorporation | 66 |
| Appendix B: Amendment to 2022 Equity Incentive Plan | 79 |
| Appendix C: Amendment to 2022 Employee Stock Purchase Plan | 80 |
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