UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

SHUTTERSTOCK, 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):

☑			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Shutterstock, Inc.

350 Fifth Avenue, 20th Floor

New York, New York 10118

April 25, 2023

Dear Stockholder:

On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) to be held on Thursday, June 8, 2023 at 10:00 a.m. Eastern Time. The 2023 Annual Meeting will be a virtual stockholder meeting, conducted via live webcast.

You will be able to attend the 2023 Annual Meeting online and submit your questions during the meeting via live webcast at www.virtualshareholdermeeting.com/SSTK2023. In order to attend the 2023 Annual Meeting as a stockholder, a control number will be required. For registered stockholders, the control number can be found on your Notice of Internet Availability of Proxy Materials or your proxy card. You will also be able to vote your shares electronically at the 2023 Annual Meeting. Please note that you will not be able to attend the 2023 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 25, 2023, 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 2022 Annual Report to Stockholders (the “2022 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, 2022 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 2022 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 2023 Annual Meeting are described in this proxy statement and in the Notice.

Your vote is important. Whether or not you plan to attend the 2023 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 2023 Annual Meeting regardless of whether you attend the 2023 Annual Meeting.

Thank you for your ongoing support of, and continued interest in, Shutterstock.

Sincerely,

Paul Hennessy

Chief Executive Officer

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SHUTTERSTOCK, INC.

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:			10:00 a.m. Eastern Time, on Thursday, June 8, 2023.
Place:			Via live webcast at: www.virtualshareholdermeeting.com/SSTK2023 You will not be able to attend the 2023 Annual Meeting in person.
Admission:			To participate, vote or submit questions during the 2023 Annual Meeting, access via live webcast, www.virtualshareholdermeeting.com/SSTK2023. The 2023 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 2026 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, 2023; and • To transact such other business as may properly come before the 2023 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 10, 2023.
Voting:			Your vote is important. Whether or not you plan to attend the 2023 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 2023 Annual Meeting” in this proxy statement and, if you requested to receive or received printed proxy materials, your enclosed proxy card.

We are again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe this e-proxy process expedites stockholders’ receipt of proxy materials, while lowering the costs and reducing the environmental impact of our annual meeting.

On or about April 25, 2023, we mailed to our beneficial stockholders a Notice containing instructions on how to access our Proxy Statement and 2022 Annual Report and how to vote online.

All stockholders that previously requested paper delivery of communications from us will continue to receive a paper copy of the Proxy Statement, Proxy Card and Annual Report by mail. The Proxy Statement contains instructions on how you can (i) receive a paper copy of the Proxy Statement, Proxy Card and 2022 Annual Report if you only received a Notice by mail or (ii) elect to receive your Proxy Statement and 2022 Annual Report over the Internet if you received them by mail this year.

By Order of the Board of Directors,

John Lapham

Senior Vice President, General Counsel and Corporate Secretary

New York, New York

April 25, 2023

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to Be Held on June 8, 2023.

Our Proxy Statement and 2022 Annual Report to Stockholders are available at www.proxyvote.com.

TABLE OF CONTENTS

			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			5
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			11
Directors and Executive Officers			11
Board Structure, Diversity, Director Nominations and Qualifications			12
Corporate Governance and Board Matters			14
PROPOSAL ONE: ELECTION OF DIRECTORS			21
DIRECTOR COMPENSATION			23
Director Compensation Table			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			25
PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Compensation Risk Assessment			39
Compensation Committee Report			41
Summary Compensation Table