Shutterstock,Inc. (NYSE:SSTK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Shutterstock,Inc. (NYSE:SSTK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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.

Form of Performance Stock Unit Award Agreement

On March 26, 2019, the Compensation Committee of the Board of Directors of Shutterstock, Inc. (the “Company”) approved a new form of performance-based stock unit award agreement (the“Form PSUAward Agreement”) under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) in relation to performance-based stock units (“PSU”) awards to its executive officers in 2019, as further described below. The Form PSUAward Agreement provides for the grant of performance stock units which generally vest at the end of the performance period specified therein, but only results in the issuance of shares if the Company achieves specified thresholds of Adjusted EBITDA (as described in the Form PSUAward Agreement) during such performance period. The exact number of shares issuable to the Form PSUAward Agreement depends on level of the Company’s performance against Adjusted EBITDA targets set by the Compensation Committee for the performance periods, and in general can range from 0 shares to 150% of the target number of shares subject to the PSUs, depending on the level of achievement of the Adjusted EBITDA targets.

The foregoing description is subject to, and qualified in its entirety by, the 2012 Plan, which was filed on February 27, 2015 with the Company’s Annual Report on Form 10-K as Exhibit 10.2 and is incorporated herein by reference, and theForm PSUAward Agreement, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.

2019 Equity Awards

Based on the Compensation Committee’s review and, with respect to Mr. Oringer’s grant, the recommendations of Aon Hewitt, its independent compensation consultant, the Compensation Committee determined to grant its executive officers equity awards, with a grant date of April 1, 2019, comprised of PSUs and time-based restricted stock units (“RSUs”), as set forth below:

Name

Total Value

Value of PSUs

Value of RSUs

Jon Oringer

Chief Executive Officer

$4,500,000

$4,500,000

N/A

Steven Berns

Co-Chief Operating Officer & Chief Financial Officer

$2,250,000

$1,500,000

$750,000

Stan Pavlovsky

Co-Chief Operating Officer & Head of Strategic Operations

$2,250,000

$1,500,000

$750,000

Lisa Nadler

Chief Human Resources Officer

$1,000,000

$600,000

$400,000

Lou Weiss

Chief Marketing Officer

$1,000,000

$600,000

$400,000

Steve Ciardiello

Chief Accounting Officer

$450,000

$225,000

$225,000

The number of shares subject to the PSU and RSU grants will be determined by dividing the cash value of the award by the average of the closing price for a share of the Company’s common stock during the 30 trading-day period ending on March 29, 2019 (the trading date immediately prior to the grant date), rounded down to the nearest whole number of shares.

PSUs

The awards of PSUs will be measured against performance goals set by the Compensation Committee for each year during a three-year performance period starting on January 1, 2019, and ending on December 31, 2021 (each fiscal year, an “Annual Performance Period”), and the number of shares of common stock of the Company that may eventually vest following the end of each Annual Performance Period, will be between 0% and 150% of an executive’s target shares, depending on his or her continued service with the Company and the extent to which the performance goals will have been achieved at the end of each Annual Performance Period.

For the PSUs granted in 2019, the Compensation Committee selected Adjusted EBITDA as the financial metric to be used for the performance targets. For each tranche of the PSU award that is eligible to vest on a vesting date, vesting is contingent on the Company achieving at least a threshold Adjusted EBITDA goal for the fiscal year prior to the fiscal year in which the vesting date occurs. ThePSU payout opportunity ranges from 0 to 150% of target, based onperformanceand subject to continued employment. At thethresholdperformance level, 75% of target PSUs would pay out, and at or above the outstanding performance level, 150% of target PSUs would pay out. If the threshold goal is not achieved in an applicable performance year, vesting of that tranche is delayed to the next scheduled vesting date for which the Adjusted EBITDA goal is achieved. Unvested awards from prior years may vest cumulatively on the scheduled vesting date for a future year within the three-year vesting period if the Adjusted EBITDA threshold for that year is achieved. If the Adjusted EBITDA threshold levels have not been met in any of the performance years by the end of the three-year period, any unvested PSUs will be forfeited.

The foregoing description of the 2019 PSU awards for the above-named executive officers is a summary and is qualified in its entirety by reference to the form of PSU Award Agreement, filed herewith as Exhibit 10.1, and the terms of which are incorporated herein by reference.

RSUs

The RSUs granted to our executive officers in 2019 vest in equal annual installments over three years, subject to the executive officer’s continued service with us. The 2019 RSU awards were granted under our 2012 Plan using the form of RSU award agreement previously filed by the Company with its Quarterly Report on Form 10-Q on November 4, 2016 as Exhibit 10.1. The foregoing description of the 2019 RSUs awards for the above-named executive officers is a summary and is qualified in its entirety by reference to the form of RSU award agreement previously filed, and the terms of which are incorporated herein by reference.

Item 5.02

Financial Statements and Exhibits.

(d)Exhibits.

10.1Form of Performance Stock Unit Award Agreement

EXHIBITINDEX

Shutterstock, Inc. Exhibit
EX-10.1 2 exhibit101formofpsuawardag.htm EXHIBIT 10.1 Exhibit SHUTTERSTOCK,…
To view the full exhibit click here

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.

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