Shutterstock (SSTK) stockholders back directors, pay plan and PwC for 2025

Rhea-AI Filing Summary

Shutterstock, Inc. held its Annual Meeting of Stockholders on December 22, 2025, with a quorum present as 31,293,114 of 35,520,353 outstanding common shares were represented in person or by proxy as of the November 19, 2025 record date.

Stockholders elected three Class III directors — Jonathan Oringer, Rachna Bhasin, and Jaime Teevan — to serve until the 2028 Annual Meeting of Stockholders or until earlier departure events. Support ranged from about 28.3 million to 29.0 million votes “for” each nominee, with broker non-votes of 2,131,887 on each director proposal.

Stockholders also approved, on an advisory basis, the compensation of the Company’s named executive officers, with 24,891,023 votes for, 4,240,770 against, 29,434 abstentions, and 2,131,887 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 31,007,244 votes for, 280,835 against, and 5,035 abstentions.

0001549346false00015493462025-12-222025-12-22

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):			December 22, 2025
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 5.07 Submission of Matters to a Vote of Security Holders.

On December 22, 2025, Shutterstock, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of November 19, 2025, the record date for the Annual Meeting, there were a total of 35,520,353 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,293,114 shares of the Company’s common stock were represented in person or by proxy, and therefore a quorum was present.

Described below are the matters voted upon at the Annual Meeting and the voting results.

Proposal One - Election of Directors

At the Annual Meeting, the Company’s stockholders elected the following Class III director nominees to serve on the Company’s Board of Directors until the 2028 Annual Meeting of Stockholders or, in each case, until the director’s successor is duly elected and qualified or, if earlier, his or her death, resignation or removal. The votes cast were as follows:

Director						For						Withhold						Broker Non-Votes
Jonathan Oringer						28,275,082						886,145						2,131,887
Rachna Bhasin						28,554,658						606,569						2,131,887
Jaime Teevan						29,017,192						144,035						2,131,887

Proposal Two - Advisory Vote on the Compensation of the Company's Named Executive Officers

At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement. The votes cast were as follows:

For						Against						Abstain						Broker Non-Votes
24,891,023						4,240,770						29,434						2,131,887

Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes cast were as follows:

For						Against						Abstain
31,007,244						280,835						5,035

SIGNATURE

 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 22, 2025			By:			/s/ John Lapham
						John Lapham
						General Counsel and Corporate Secretary

FAQ

What did Shutterstock, Inc. (SSTK) stockholders vote on at the 2025 Annual Meeting?

Stockholders voted on three items: the election of three Class III directors, an advisory vote on the compensation of the Company’s named executive officers, and the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025.

Who was elected to Shutterstock, Inc.’s Board of Directors at the 2025 Annual Meeting?

Stockholders elected Jonathan Oringer, Rachna Bhasin, and Jaime Teevan as Class III directors to serve until the 2028 Annual Meeting of Stockholders or until each director’s earlier death, resignation or removal.

What were the vote totals for Shutterstock, Inc. (SSTK) director elections?

Jonathan Oringer received 28,275,082 votes for and 886,145 withheld; Rachna Bhasin received 28,554,658 for and 606,569 withheld; Jaime Teevan received 29,017,192 for and 144,035 withheld. Each director proposal had 2,131,887 broker non-votes.

How did Shutterstock, Inc. (SSTK) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, with 24,891,023 votes for, 4,240,770 against, 29,434 abstentions, and 2,131,887 broker non-votes.

Which audit firm did Shutterstock, Inc. (SSTK) stockholders ratify for fiscal 2025?

Stockholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Shutterstock, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 31,007,244 votes for, 280,835 against, and 5,035 abstentions.

How many Shutterstock, Inc. (SSTK) shares were eligible to vote and how many were represented?

As of the November 19, 2025 record date, there were 35,520,353 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 31,293,114 shares were represented in person or by proxy, establishing a quorum.

When and where was Shutterstock, Inc.’s 2025 Annual Meeting held?

Shutterstock, Inc. held its Annual Meeting of Stockholders on December 22, 2025. The Company’s principal executive offices are located at 350 Fifth Avenue, 20th Floor, New York, NY 10118, as disclosed in the report.