Shutterstock, Inc. (NYSE:SSTK) Files An 8-K Results of Operations and Financial Condition
Item 2.02
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Results of Operations and Financial Condition.
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release announcing its financial results for the fiscal period
ended March 31, 2017. A copy of the press release is furnished as
Exhibit 99.1 to this current report and is incorporated herein by
reference. In addition, a copy of the presentation slides which
will be referenced on the Companys earnings call at 8:30 a.m.
Eastern Time on Wednesday, May 3, 2017>is furnished as Exhibit
99.2 to this current report and incorporated herein by reference.
information in this Current Report on Form 8-K, including Exhibits
99.1 and 99.2 attached hereto, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference
into 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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Steven Ciardiello, the Company’s Chief Accounting Officer, as
“principal accounting officer” of the Company, for purposes of
the Securities Exchange Act of 1934, as amended. His appointment as
principal accounting officer became effective May 1, 2017. Mr.
Ciardiello assumes the role of principal accounting officer from
Steven Berns, the Company’s Chief Operating Officer and Chief
Financial Officer, who has held the role of “principal accounting
officer” since September 2015. Mr. Berns will continue to serve
the Company as Chief Operating Officer and Chief Financial Officer.
Officer since November 2016. Prior to joining Shutterstock, Mr.
Ciardiello served as Head of Accounting at WeWork Companies, Inc.,
a leading provider of shared workspace, from November 2015 to
November 2016. Prior to WeWork, Mr. Ciardiello served as Vice
President Finance at AmTrust Financial Services, Inc., a
multinational provider of specialty property and casualty insurance
products, from September 2014 to November 2015, and served in
multiple capacities at Tower Group International, Ltd., a property
and casualty insurance provider, from July 2010 to September 2014,
advancing to Managing Vice President Chief Accounting Officer. Mr.
Ciardiello also worked in public accounting with Deloitte Touche
LLP and PricewaterhouseCoopers LLP for nearly 15 years. Mr.
Ciardiello is a Certified Public Accountant and earned a B.A. in
economics from the University of Illinois.
any other person to which he was appointed as principal accounting
officer, nor is there any family relationship between Mr.
Ciardiello and any of the Companys directors or other executive
officers. There are no transactions in which Mr. Ciardiello has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
entered into an offer letter with Mr. Ciardiello on November 15,
2016 (the Offer Letter). Under the Offer Letter, Mr. Ciardiello
receives an annual base salary of $350,000 and beginning in 2017,
is eligible for a target annual cash incentive bonus equal to 50%
of his base salary.
covering 18,000 shares of the Companys common stock under the
Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan,
which will vest as to 33% of the award on each of the first and
second anniversaries of the grant date and as to 34% of the award
on the third anniversary of the grant date, subject to Mr.
Ciardiello’s continued employment through the vesting date.
employment with the Company for a reason other than Cause (as
defined in the Offer Letter) and Mr. Ciardiello executes a waiver
and release of claims, then Mr. Ciardiello will receive severance
in an amount equal to three months of Mr. Ciardiello’s base
salary, which will be paid in equal monthly installments, and
reimbursement for premiums paid for coverage to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for
Mr. Ciardiello and his eligible dependents for up to three months.
entirety by the text of the Offer Letter, which is filed as Exhibit
10.5 to the Form 10-Q filed May 3, 2017 and is incorporated herein
by reference.
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Item 7.01
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Regulation FD Disclosure.
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and Financial Condition is incorporated by reference in this Item
7.01.
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Item 9.01
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Financial Statements and Exhibits.
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Shutterstock, Inc. on May 3, 2017>
About Shutterstock, Inc. (NYSE:SSTK)
Shutterstock, Inc. (Shutterstock) is a global provider of creative content and commercial music. The Company’s creative content includes digital imagery, which consists of licensed photographs, vectors, illustrations and video clips that customers use in their visual communications, such as Websites, digital and print marketing materials, corporate communications, books, publications and video content. Its commercial music consists of music tracks and sound, and is used to complement digital imagery. It also offers digital asset management services through WebDAM, its cloud-based digital asset management platform. This service provides tools for customers to manage creative content and brand management assets. Its global marketplace brings together users and contributors of creative content from around the world by providing a searchable collection of content. Its content offerings include Shutterstock, Bigstock, Offset, Shutterstock Music and Shutterstock Editorial. Shutterstock, Inc. (NYSE:SSTK) Recent Trading Information
Shutterstock, Inc. (NYSE:SSTK) closed its last trading session up +0.01 at 43.91 with 420,107 shares trading hands.
