Our Corporate Governance Guidelines state that a majority of the Board has adopted a policy regarding conflictswill consist of interest and “related‑person transactions”directors who meet the independence requirements of the NYSE listing standards, as well as the criterion related to contributions to tax-exempt organizations. A copy of our Corporate Governance Guidelines, which include our definitions for independence, can be found on our Investor Relations website at investor.shutterstock.com under which all potential conflictsthe link for “Corporate Governance.” Our Board conducts an annual review to determine whether each of interest and related‑person transactions must be reviewed and pre‑approved by the Audit Committee. The Audit Committee has determined that certain categories of transactions are pre‑approved under this policy. Please refer to the discussion under “Certain Relationships and Related Transactions” for more information on this policyour directors qualifies as independent as defined in our Corporate Governance Guidelines and the related procedures.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of Messrs. Epstein,Ms. Bigley, Ms. Bhasin, Mr. Evans Hennessy and Lieberman,Mr. Upshaw, representing four of our fivesix directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.

Our Corporate Governance Committee (and Mr. Miller, our former director who served on our Nominating and Corporate Governance Committee at some point during 2015), satisfy or satisfied the independence standards for those committees established by applicable SEC rules and the listing requirements and rules of the NYSE. In

Our Corporate Governance Guidelines do not indicate a particular Board structure, and the Board is given the flexibility to select its Chairman and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly,Following a thorough review by the positionsNominating and Corporate Governance Committee and the independent members of Chairman and the Board as well as a multi-year discussion on Chief Executive Officer may be filled by either one individual or two individuals. Thesuccession planning, the Board has not separateddetermined in February 2020 to separate the positions of Chairman and Chief Executive Officer. Both positions are currently held byOfficer and to create the role of Executive Chairman. As a result of Mr. Oringer. InOringer’s status as Founder and his role and responsibilities as Executive Chairman, Mr. Oringer is not considered to be an independent Chairman. Since October 2014, the Board has appointed Mr. Evans as our “Presiding Director” to preside over non‑managementnon-management and executive sessions of the Board.

In his role as Executive Chairman, Mr. Oringer focuses on the leadership of the Board, believesincluding ensuring that this structure has historically servedBoard functions are effectively carried out and, where functions have been delegated to Committees of the Company well and continuesBoard, that the results are reported to do sothe Board; ensuring that the interests of various stakeholders are considered by creating a critical linkthe Board; engaging with our Presiding Director to facilitate communication between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectivesindependent directors; providing input on the performance of the Chief Executive Officer and acting as primary spokesman for the Board.

Mr. Oringer also meets regularly with Mr. Hennessy, our Chief Executive Officer, to advise and counsel across a wide range of issues; participates in discussions on the Company’s long-term growth, including discussions on strategic planning and capital allocation; is available to the executive leadership team and other management to provide feedback and advise, where needed; and works with Mr. Hennessy and management to drive key business facilitating communication betweenrelationships and growth.

Effective risk management is critical to our Company’s ability to achieve its strategy. The Board oversees management in exercising its responsibility for managing risk, considering our robust framework of policies, procedures, and processes to anticipate, identify, assess, prioritize, and mitigate risks across the Company. Responsibility for managing risk rests with executive management while the Board and its committees participate in oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process,

The oversight responsibility of the Board and its committees is informed by reports from our senior management team and providingour internal audit function that are designed to provide visibility to the Board about the identification and assessment of key risks and our risk mitigation strategies. Specifically, the Company has robust internal processes and an internal control environment that facilitate the identification and management of risks and regular communication with the Board and its committees. These include an enterprise risk management assessment, regular internal management Disclosure Committee meetings, a Code of Business Conduct and Ethics and a comprehensive internal and external audit process. The Board executes its oversight responsibility directly and through its committees, which regularly report back to the Board. Some examples of risks overseen by committees are:

Each committee reports regularly to the Board with directrespect to such committee’s particular risk oversight responsibilities.

The Board and the Audit Committee are each involved in oversight of the Company’s management of cybersecurity risk. Cybersecurity is vital to protecting proprietary and confidential information and the trust of our businesscustomers, contributors and affairs. Inemployees. To more effectively prevent, detect and respond to information security threats, the Board’s view, separatingCompany has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. The Audit Committee receives regular reports from the positions of Chairmanthen-current Chief Information Security Officer and Chief ExecutiveTechnology Officer, has the potential to give rise to divided leadership, which could interfere with good decision‑making or weakenas applicable, on, among other things, the Company’s abilitycyber risks and threats, the status of projects to develop and implement strategy. Instead, the Company believes that combining the positions of Chairman and Chief Executive Officer provides a single, clear chain of command to executestrengthen the Company’s strategic initiatives and business plans. In addition,information security systems, assessments of the Company believes that a combined Chairman/Chief Executive Officer is better positioned to act as a bridge between managementCompany’s security program and the emerging threat landscape. The Audit Committee regularly briefs the full Board facilitatingon these matters. The Board and its committees also discuss recent incidents throughout the regular flow of information. The Company also believes that it is advantageous to have a Chairman with an extensive history withindustry and knowledge of the Company (as is the case with Mr. Oringer, who founded the Company in 2003), as compared to a relatively less informed independent Chairman of the Board.emerging threat landscape.

Stockholders and other interested parties may communicate directly with the Board, with any director, including our Presiding Director, or with the independent directors as a group or any other group of directors by writing to our Corporate Secretary at Shutterstock, Inc., Attn: Corporate Secretary, 350 Fifth Avenue, 21st20^th Floor, New York, New York 10118, with a request to forward such communication to the intended recipient or recipients. Messages received with such a request will be forwarded to the appropriate director or directors. If the communication is addressed to the Presiding Director, the communication will be forwarded directly to the Presiding Director and will not be processed by the Corporate Secretary. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the Chair of the Audit, Compensation, or Nominating and Corporate Governance Committee, as the Corporate Secretary deems appropriate or necessary.

During 2023, the Board met nine times during 2015, eitherheld eight meetings and additionally took action on two occasions by unanimous written consent. Each of our directors attended, in person or by teleconference, and took action by unanimous written consent four times. Each current director who served as a director in 2015 attendedtelephone, at least 75% of the aggregatetotal number of meetings of both the Board of Directors and of theBoard committees on which hesuch director served that were held during 2015, with the exceptionperiod. Under our Corporate Governance Guidelines, each of Mr. Hennessy, who attended twoour directors is strongly encouraged to make every effort to attend our annual meetings. All but one of the three Audit Committeedirectors serving at the time of the 2023 Annual Meeting of Stockholders attended the meeting.

Executive sessions of our independent directors are generally held in connection with regularly scheduled Board meetings that were held between August 3, 2015, the date on which he was appointed to the Audit Committee, and are chaired by our Presiding Director. Our standing committees also generally meet in executive sessions at the end of 2015. each committee meeting.

In addition to the meetings of the committees of the Board, which are described below, the non‑employee members of2023, our Board met five times in executive session without members of management present during 2015.

The following limits, in table sets forth information, as of April 8, 2024 or as of the dates referenced below, regarding the beneficial ownership of our Common Stock by:

            Shares issued pursuant to Awards under the Amended and Restated 2012 Plan thatAs of April 8, 2024, we repurchase, or that are otherwise forfeited, will become available for future grant under the Amended and Restated 2012 Plan on the same basis as the Award initially counted against the share reserve. Shares used to pay the exercise pricehad 35,793,683 shares of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Amended and Restated 2012 Plan. To the extent that an Award is paid out in cash rather than shares, such cash payment will not reduceCommon Stock outstanding. We computed the number of shares available for issuance underbeneficially owned and the Amendedpercentage of Common Stock represented by that ownership based on the SEC’s rules. Accordingly, ownership reflects shares over which a person has voting or investment power and Restated 2012 Plan. The maximum number ofincludes shares that may be issued upona person has the exercise of incentiveright to acquire by June 7, 2024 in connection with stock options will equal 6,750,000 plus, to the extent allowable under Section 422or vesting of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, any shares of our common stock that become available for issuance pursuant to the annual increase described above and the share recycling provisions described in this paragraph. The shares of common stock available for issuance under the Amended and Restated 2012 Plan may be authorized but unissued or reacquired shares of our common stock.

As required pursuant to Section 14A of the Exchange Act, the Board is asking you to approve, on an advisory basis, the executive compensation programs and stock-basedpolicies and the resulting compensation under existing plans is presentedof the named executive officers (“NEOs”) listed in the "Summary2024 Summary Compensation Table" the "Grants of Plan-Based Awards in Fiscal 2015" table and the "Outstanding Equity Awards at Fiscal Year End" table found elsewhere as described in this proxy statement.

As our needs evolve, we will reevaluate our philosophy and compensation programs from time to time as circumstances require.

Our Compensation Committee is responsible for overseeing all aspects of March 31, 2016, approximately 745 personsour executive compensation programs, including executive salaries, annual cash incentive payouts, the size and structure of equity awards and any severance or change in control benefits. In carrying out its responsibilities, the Compensation Committee reviews, evaluates and approves the compensation arrangements, plans, policies, and practices for our executive officers. When discharging its responsibilities, the Compensation Committee relies on input from our management and our independent compensation consultant, whose roles are discussed below. Mr. Oringer, our Executive Chairman, also assists the Compensation Committee in determining our CEO’s compensation. Our management provides our Compensation Committee with its perspectives on certain aspects of our NEOs’ compensation, including the metrics and targets used in our performance-based compensation elements and the companies that constitute our compensation peers. Additionally, for each NEO except for himself, our CEO provides his review of the NEO’s individual performance to the committee and recommends an amount of compensation for the NEO, informed by that NEO’s individual performance and data regarding market levels of compensation for that NEO’s role and scope of responsibility. Our CEO and Executive Chairman do not participate in the Compensation Committee’s deliberations on their own compensation.

Our Compensation Committee considered and assessed all factors relevant to Pearl Meyer’s independence, including factors specified in NYSE listing standards and Rule 10C-1(b) of the Exchange Act, as well as certain other factors that could give rise to a potential conflict of interest with respect to the work of Pearl Meyer. Based on this assessment, our Compensation Committee confirmed that no conflicts of interest were eligibleraised by the work performed by Pearl Meyer.

Since April 2014, Mr. Oringer’s annual base salary has been $1.00 (one dollar) and Mr. Oringer has remained ineligible to receive Awards underan annual cash bonus. In providing for a $1.00 (one dollar) salary, the 2012 Plan, includingCompensation Committee determined to instead tie Mr. Oringer’s compensation almost entirely to the Company’s fourlong-term business objectives and long-term stock price performance, as further described below.

The Compensation Committee recognizes that one of the Company’s key compensation philosophies is that long-term stock-based incentive compensation strengthens the alignment of the interests of our executive officers and four non-employee directors.with our stockholders, including for our Executive Chairman. In fiscal 2014, in connection with his prior service as CEO, the Compensation Committee approved an equity grant to Mr. Oringer consisting of:

Our annual cash incentive is designed to reward our executive officers based on achievement of pre-established Company performance goals and the individual contribution of each executive to that performance. Specifically, in 2023, the Company performance metrics were based on achievement of (i) revenue and (ii) adjusted EBITDA, with a relative weighting of 50% and 50% for each metric. In addition, this summary assumesthe Compensation Committee has discretion to increase or decrease the bonuses that all Awards are exempt from, or complyotherwise would be paid as annual cash incentive based on an individual executive officer’s actual performance versus the Company’s specified goals.

The Compensation Committee chose the revenue and adjusted EBITDA measures with the rules under Section 409Abelief that they motivate our executives to drive Company growth and profitability. To reflect performance above or below targets, achievement of the Internal Revenue Code regarding nonqualified deferred compensation. Changes to these lawsrevenue and adjusted EBITDA goals are measured against sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target or assumptions could alter the tax consequences described below.

In determining the size of equity-based awards for existing executive officers, the Compensation Committee, upon recommendations of management, as applicable, considers various subjective factors primarily relating to the responsibilities of the individual executive officer, past performance, and the executive officer’s expected future contributions and value to the Company. In making a recommendation to the Compensation Committee, management also considers the executive officer’s historic total compensation, including prior equity grants and exercise price),history, as well as the number and value of shares owned by the executive officer or which continue to be subject to vesting under outstanding equity grants previously made to such executive officer.

Long-term incentive awards are typically granted annually or upon hire, but the Compensation Committee may award equity at other times during the year to further reward or to encourage retention of our executive officers, including our NEOs. For both new hire and periodic equity grants, management develops grant recommendations for the Compensation Committee by subjectively evaluating the factors above, as applicable, to set a total compensation target for each executive officer and then designing equity awards to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the loss willexecutive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any.

In this process, we view projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, equity awards for a capital loss. This capital loss will be long-term ifsmaller number of shares do not necessarily reflect lower total compensation and equity awards for a larger number of shares do not necessarily reflect higher total compensation. For fiscal 2023, the participant heldtotal compensation target for each of the NEOs, other than Mr. Oringer, was: Paul Hennessy - $11,400,000, Jarrod Yahes - $4,890,000 and John Caine - $6,800,000.

Except for the stock foroptions granted to Mr. Oringer in 2014, which are more than one year and otherwise will be short-term.

A participant will not have income uponUnder the 2022 Plan, and for certain grants made in 2023 and in prior years under the Shutterstock, Inc. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), we grant RSUs, which are the right to receive shares of an RSU. A participant is not permittedour Common Stock, that are subject to make a Section 83(b) election with respectcontinued employment through the applicable vesting date. The number of RSUs granted to an RSU award. When the RSU vests, the participant will have income on the vesting date in an amount equal toexecutive is determined by dividing the fair market value of the stockRSU grant by the average of the Company’s closing price for a share of Common Stock on sucheach trading day during the 30 trading days period ending on the date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equalimmediately prior to the sales proceeds lessgrant date. RSUs are granted to executive officers, including our NEOs, to serve primarily as a retention mechanism and to reward individual performance.

Stock option and RSU grants to our executive officers, including our NEOs, are currently structured to vest in equal installments over three years to balance the valueobjective of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one yearretaining and otherwise will be short-term.

During 2023 we granted Mr. Yahes 13,402 RSUs and Restated 2012 Plan, except that we will be entitled to a deduction when a participant has compensation income. Any such deduction will beMr. Caine 13,061 RSUs, which vest in approximately equal increments on the first, second and third anniversaries of the grant date subject to continued employment through the limitations of Section 162(m)applicable vesting date. Mr. Caine was also granted 68,799 RSUs as a sign-on bonus, and those shares vest annually in years 1 and 2 and quarterly in years 3 and 4.

For fiscal 2023, the Compensation Committee determined it was in the best interest of the Internal Revenue Code.