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2020 Proxy Statement

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2020 Proxy Statement Shutterstock, Inc. 350 Fifth Avenue, 21st Floor New York, New York 10118 April 24, 2020 Dear Stockholder: We are pleased to invite you to attend our 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) to be held on Thursday, June 4, 2020 at 10:00 a.m. Eastern Time. The 2020 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast, due to the ongoing public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our employees, stockholders and partners. You will be able to attend the 2020 Annual Meeting online and submit your questions during the meeting. In order to attend the 2020 Annual Meeting, you must register at www.viewproxy.com/shutterstock/2020 by 11:59 p.m. Eastern Time on June 1, 2020. On the day of the 2020 Annual Meeting, if you have properly registered, you may enter the meeting at http://www.viewproxy.com/shutterstock/2020/VM/ by logging in using the password you received via e-mail in your registration confirmation. You will also be able to vote your shares electronically at the 2020 Annual Meeting. Please note that you will not be able to attend the 2020 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 24, 2020, 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 and our 2019 Annual Report to Stockholders (the “2019 Annual Report”). 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. If you received our proxy materials by mail, the Notice, proxy statement, 2019 Annual Report and proxy card were enclosed. 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 2019 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 2020 Annual Meeting are described in this proxy statement and in the Notice. Your vote is important. Whether or not you plan to attend the 2020 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 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, 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 2020 Annual Meeting regardless of whether you attend 2020 Annual Meeting. Thank you for your ongoing support of, and continued interest in, Shutterstock. Sincerely, Jonathan Oringer Founder and Executive Chairman SHUTTERSTOCK, INC. NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS Time and Date: 10:00 a.m. Eastern Time, on Thursday, June 4, 2020. Place: Via live webcast at: www.viewproxy.com/virtualmeetings/sstk You will not be able to attend the 2020 Annual Meeting in person. Admission: To participate, vote or submit questions during the 2020 Annual Meeting, conducted via live webcast, you must register at www.viewproxy.com/shutterstock/2020 by 11:59 p.m. Eastern Time on June 1, 2020. On the day of the 2020 Annual Meeting, if you have properly registered, you may enter the meeting at http://www.viewproxy.com/shutterstock/2020/VM/ by logging in using the password you received via e-mail in your registration confirmation. Please have your Virtual Control Number (included in your Notice of Internet Availability of Proxy Materials) available if you wish to vote your shares during the 2020 Annual Meeting. The 2020 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 II director nominees named in this proxy statement for a term expiring at the 2023 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, 2020; and -To transact such other business as may properly come before the 2020 Annual Meeting or any adjournments or postponements thereof. Record Date: You are entitled to vote only if you were a Shutterstock, Inc. stockholder as of April 17, 2020. Voting: Your vote is important. Whether or not you plan to attend the 2020 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 2020 Annual Meeting” beginning on page 2 of this proxy statement and, if you requested to receive or received printed proxy materials, your enclosed proxy card. By Order of the Board of Directors, Heidi Garfield Senior Vice President, General Counsel and Corporate Secretary New York, New York April 24, 2020 Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting to Be Held on June 4, 2020. Our Proxy Statement and 2019 Annual Report to Stockholders are available at http://www.viewproxy.com/shutterstock/2020 [This page intentionally left blank] TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2020 ANNUAL MEETING 2 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 9 Directors and Executive Officers 9 Board Structure, Director Nominations and Qualifications 11 Corporate Governance and Board Matters 12 PROPOSAL ONE: ELECTION OF DIRECTOR 19 DIRECTOR COMPENSATION 21 Director Compensation Table 22 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS 23 Section 16(a) Beneficial Ownership Reporting Compliance 24 PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 25 EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 Compensation Committee Report 42 Employment Agreements and Compensatory Arrangements 43 Summary Compensation Table 49 Pay Ratio Disclosure 51 Grants of Plan-Based Awards in Fiscal 2019 52 Outstanding Equity Awards at Fiscal Year-End 54 Option Exercises and Stock Vested in Fiscal 2019 56 Potential Payments Upon Termination or Change in Control 57 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 60 Transactions with Related Persons 60 PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 Selection of the Accounting Firm 61 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 61 Principal Accountant Fees and Services 62 AUDIT COMMITTEE REPORT 63 EQUITY COMPENSATION PLAN INFORMATION 64 OTHER MATTERS 65 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2020 ANNUAL MEETING Proxy Materials 1. Why am I receiving these materials? The Board of Directors (the “Board”) of Shutterstock, Inc. (“Shutterstock” or the “Company”) is providing these proxy materials to you on the Internet, or, upon your request, has delivered printed or emailed electronic proxy materials to you, in connection with the solicitation of proxies for use at the 2020 Annual Meeting of Stockholders to be held on Thursday, June 4, 2020 at 10:00 a.m. Eastern Time (the “2020 Annual Meeting”). As a stockholder of record, you are invited to attend the 2020 Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and that is designed to assist you in voting your shares. 2. What is included in the proxy materials? The proxy materials include: • our proxy statement for the 2020 Annual Meeting; • our 2019 Annual Report to Stockholders (the “2019 Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and • the proxy card or a voting instruction form for the 2020 Annual Meeting. 3. What information is included in the proxy statement? The information in this proxy statement relates to the proposals to be voted on at the 2020 Annual Meeting, the voting process, our Board and Board committees, the compensation of directors and certain executive officers, corporate governance matters, and certain other required information. 4. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials? Pursuant to rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 2019 Annual Report, to our stockholders electronically via the Internet instead of mailing printed copies. Unless a stockholder previously requested paper delivery of communications from us, a stockholder will receive a Notice of Internet Availability of Proxy Materials instructing the stockholder as to how to access and review all of the proxy materials on the Internet. 5. How can I access the proxy materials over the Internet? The Notice of Internet Availability of Proxy Materials, proxy card and voting instruction form contain instructions on how to view our proxy materials for the 2020 Annual Meeting on the Internet and vote your shares. The proxy statement and 2019 Annual Report, as well as other financial information, are also available on our Investor Relations website at: investor.shutterstock.com.
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