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Shutterstock (NYSE: SSTK) taps CFO Rik Powell as interim CEO after Hennessy exits

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Shutterstock, Inc. reported that Paul J. Hennessy has stepped down as Chief Executive Officer and as a member of the Board, effective immediately, with the company stating his departure is not due to any disagreement over operations, policies, or practices. He will remain in a non-executive advisory role through August 7, 2026 to support the transition.

The Board appointed Rik Powell, currently Chief Financial Officer, as Interim Chief Executive Officer while he continues in the CFO role. For this interim assignment, he will receive $75,000 in additional cash compensation per month and a one-time grant of restricted stock units valued at $450,000, which will cliff vest six months after his appointment if he remains employed and is not terminated for cause or a voluntary leaver before that date.

The Board plans to begin a search for a permanent CEO and is planning to engage a strategic advisor to help define its go-forward strategy following termination of the merger agreement with Getty Images. The company highlighted these changes in a press release and noted its second quarter 2026 earnings call is scheduled for August 6, 2026 at 8:30 a.m. ET.

Positive

  • None.

Negative

  • CEO and director departure: Paul J. Hennessy stepped down as Chief Executive Officer and from the Board, effective immediately, creating a near-term leadership transition.
  • Merger termination context: The company is reassessing its go-forward strategy following the termination of the merger agreement with Getty Images, indicating a significant shift from previously planned strategic direction.

Filing Explained

Shutterstock has an immediate interim CEO/CFO structure, an ongoing permanent CEO search, and approved additional cash and conditional equity compensation.

The July 13, 2026 Form 8-K reports that Paul J. Hennessy stepped down as Shutterstock’s CEO and board member effective immediately, and that CFO Rik Powell became interim CEO effective immediately.

The immediate structure is an interim CEO/CFO arrangement rather than a completed permanent CEO replacement: the board is beginning a search, while Hennessy will remain as a non-executive adviser through August 7, 2026. The change also adds approved compensation arrangements for Powell, creating an additional cash and equity award commitment without a disclosed RSU share count.

Powell will receive $75,000 of additional cash compensation for each month he serves as interim CEO, plus a one-time restricted stock unit grant with a $450,000 grant-date value. The RSUs cliff-vest on the six-month anniversary of his appointment if he remains an employee, and may be forfeited if he is terminated for cause or voluntarily resigns before vesting. The filing does not report payment of the additional cash or vesting of the RSUs.

The filing also says Shutterstock plans to engage a strategic adviser after termination of its merger agreement with Getty Images; it does not identify the adviser or disclose an adopted go-forward strategy. The next named milestone is the second-quarter earnings call scheduled for August 6, 2026, one day before Hennessy’s stated advisory period ends.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional monthly cash compensation $75,000 per month Paid to Rik Powell for each month serving as Interim Chief Executive Officer
RSU grant value $450,000 One-time restricted stock unit award to Rik Powell, cliff vesting six months after his interim CEO appointment
Advisory period end date August 7, 2026 Date through which Paul J. Hennessy will serve in a non-executive advisory capacity
Earnings call date and time August 6, 2026 at 8:30am ET Scheduled second quarter 2026 earnings results call
Interim CEO age 54 Age of Rik Powell, Interim Chief Executive Officer and Chief Financial Officer
Board tenure of departing CEO 11 years Length of time Paul Hennessy served on Shutterstock’s Board of Directors
CEO tenure of Paul Hennessy 4 years Period during which Paul Hennessy served as Shutterstock’s Chief Executive Officer
Interim Chief Executive Officer financial
"appointed Rik Powell, the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer"
An interim chief executive officer is a temporary leader appointed to run a company while the board searches for a permanent CEO or manages an unexpected departure. Investors pay attention because this person shapes near-term strategy, stability and market confidence—like a substitute driver steering the car until the regular driver returns—and their actions and credibility can influence share price, hiring and major deals.
restricted stock units financial
"a one-time grant of restricted stock units with a grant date value of $450,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
cliff vest financial
"which will cliff vest on the six-month anniversary of the date Mr. Powell is appointed"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
Item 404(a) of Regulation S-K regulatory
"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
strategic advisor financial
"planning to engage a strategic advisor to assist the Company in formulating its go-forward strategy"
non-executive advisory capacity financial
"Hennessy will remain with the Company in a non-executive advisory capacity through August 7, 2026"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership change did Shutterstock (SSTK) announce on July 12–13, 2026?
Shutterstock announced that Paul J. Hennessy stepped down as Chief Executive Officer and Board member, effective immediately. Rik Powell, the current Chief Financial Officer, was appointed Interim Chief Executive Officer while continuing in his CFO role.

Is Paul Hennessy’s departure from Shutterstock (SSTK) due to a disagreement with the company?
The company states that Paul Hennessy’s departure is not the result of any disagreement regarding Shutterstock’s operations, policies, or practices. He will remain in a non-executive advisory capacity through August 7, 2026 to support the leadership transition.

What additional compensation will Interim CEO/CFO Rik Powell receive at Shutterstock (SSTK)?
As Interim CEO, Rik Powell will receive $75,000 per month in additional cash for each month of service and a $450,000 restricted stock unit grant that cliff vests six months after his appointment, subject to continued employment and no for-cause termination or voluntary resignation.

How long will Rik Powell’s special equity award take to vest at Shutterstock (SSTK)?
The one-time restricted stock unit grant to Rik Powell will cliff vest six months after his appointment as Interim Chief Executive Officer. Vesting requires his continued employment and will be forfeited if he is terminated for cause or resigns before that date.

What strategic steps is Shutterstock (SSTK) planning after the Getty Images merger termination?
Following the termination of its merger agreement with Getty Images, Shutterstock’s Board is planning to engage a strategic advisor to help formulate the company’s go-forward strategy, signaling a review of its standalone strategic direction.

When is Shutterstock’s (SSTK) second quarter 2026 earnings call scheduled?
The company’s second quarter 2026 earnings results call is scheduled for Thursday, August 6, 2026 at 8:30 a.m. ET. Management, including Interim CEO and CFO Rik Powell, is expected to discuss recent developments and the company’s financial performance.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 12, 2026

Shutterstock, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-35669
 
80-0812659
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

350 Fifth Avenue, 20th Floor
New York, NY 10118
(Address of principal executive offices, including zip code)

(646) 710-3417
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Class
Trading symbol
Name of each exchange on which registered
Common Stock, $0.01 par value per share
SSTK
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2026, Paul J. Hennessy notified the Board of Directors (the “Board”) of Shutterstock, Inc. (the “Company”) of his decision to step down as the Company’s Chief Executive Officer and as a member of the Board, effective immediately. The Board appointed Rik Powell, the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer, effective immediately. Mr. Powell will also continue to serve as the Company’s Chief Financial Officer. To facilitate an orderly leadership transition, Mr. Hennessy will remain with the Company in a non-executive advisory capacity through August 7, 2026.  Mr. Hennessy’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board intends to commence a process to identify the Company’s next permanent Chief Executive Officer.

In connection with Mr. Powell’s appointment as Interim Chief Executive Officer, the Board approved the following additional compensation arrangements for Mr. Powell: (i) additional cash compensation of $75,000 per month for each month of service as Interim Chief Executive Officer, and (ii) a one-time grant of restricted stock units with a grant date value of $450,000, which will cliff vest on the six-month anniversary of the date Mr. Powell is appointed Interim Chief Executive Officer, subject to Mr. Powell’s continued service as an employee (but without regard to whether Mr. Powell remains as Interim Chief Executive Officer) with the Company through such date; provided, that such equity award will be forfeited in the event Mr. Powell is terminated for cause or voluntarily resigns prior to the vesting date. Mr. Powell’s existing compensation as Chief Financial Officer will remain unchanged and is described in the Company’s most recent Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission.

Mr. Powell, age 54, has served as the Company’s Chief Financial Officer since November 2024 and prior to that Senior Vice President, Finance from June 2024. Prior to joining the Company, Mr. Powell was Senior Vice President, Finance and Investor Relations at Shake Shack, an NYSE publicly traded quick services restaurant group, from 2022 to 2024. Prior to that, Mr. Powell served in various finance positions at Getty Images, a visual media company, where he ultimately advanced to the position of Chief Financial Officer from 2017 to 2020. Prior to that, Mr. Powell held various finance roles at Dell Computer Corporation and HP Inc. and started his career at Grant Thornton LLP. Mr. Powell is from Oxford in the United Kingdom and has been a Fellow of the UK Chartered Association of Certified Accountants for a number of years.

There are no arrangements or understandings between Mr. Powell and any other person pursuant to which he was appointed to serve as the Interim Chief Executive Officer. Mr. Powell has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Mr. Powell has no family relationships with any director or executive officer of the Company.

Item 7.01
Regulation FD Disclosure.

On July 13, 2026, the Company issued a press release regarding certain of the matters described in Item 5.02 and Item 8.01. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01
Other Events.

The Company is planning to engage a strategic advisor to assist the Company in formulating its go-forward strategy following termination of the merger agreement with Getty Images.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
 
Description
10.1
  
Employment Letter for Rik Powell as Interim Chief Executive Officer
99.1
  
Press release entitled “Shutterstock Announces Leadership Transition,” dated July 13, 2026
104
 
Cover Page Interactive Data File (formatted as Inline XBRL)

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: July 13, 2026
By:
/s/ Rik Powell
 
 
Rik Powell
 
 
Chief Financial Officer & Interim Chief Executive Officer

 
Exhibit 99.1



Shutterstock Announces Leadership Transition
Paul Hennessy to Step Down as Chief Executive Officer and Board Member; Rik Powell Appointed as Interim CEO

New York, NY - July 13, 2026 - Shutterstock, Inc. (NYSE: SSTK) (the “Company”), a family of brands delivering scalable creative and GenAI solutions to help customers fuel great work, today announced that Paul Hennessy has stepped down as the Company’s Chief Executive Officer and as a member of the Board of Directors, effective immediately. The Board has appointed Rik Powell, the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer, effective immediately. Powell has served as the Company’s Chief Financial Officer since November 2024 and started with the Company in June 2024 as Senior Vice President, Finance and Investor Relations. He will continue to serve as the Company’s CFO during this transition.

The Company is grateful for Paul Hennessy’s contributions to Shutterstock over the last 4 years as CEO and for the 11 years he has been a member of our Board of Directors. As is true across the technology industry, leadership evolution is critical to innovation and growth. The Board has full confidence in the Shutterstock leadership team to champion the business through its next chapter and believes Rik Powell is well equipped to serve as Interim CEO/CFO while the Board commences a process to identify the Company’s next permanent Chief Executive Officer.

To facilitate a seamless leadership transition, Hennessy will remain with the Company in a non-executive advisory capacity through August 7, 2026. The Board is also planning to engage a strategic advisor to assist the Company in formulating its go-forward strategy.

The Company’s second quarter 2026 earnings results call is currently scheduled for Thursday, August 6, 2026 at 8:30am ET.

ABOUT SHUTTERSTOCK
Shutterstock is in the business of turning ideas into impact. Powered by a global network of millions of creators and our cutting-edge technology, we provide businesses, creatives, and brand leaders with the essential, universal ingredients to make their work more effective. Shutterstock offers access to one of the world’s largest and most diverse collections of high-quality licensable assets, specialized training datasets, evaluation tools, and end-to-end strategic partnerships for the full model training lifecycle, as well as advertising and distribution solutions, exclusive editorial content, and full-service studio production—delivering unparalleled resources to fuel great work.

Discover our impact at www.shutterstock.com and connect with us on LinkedIn, Instagram, X, Facebook and YouTube.

Press Contact
Lori Rodney
press@shutterstock.com
917-563-4991


Source: View Original Filing on SEC EDGAR

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