UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 11, 2015

 

 

Shutterstock, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

350 Fifth Avenue, 21st Floor
New York, New York 10118
(Address of principal executive offices, including zip code)
(646) 419-4452 (Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On June 11, 2015, Shutterstock, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  As of April 17, 2015, the record date for the Annual Meeting, there were a total of 35,849,045 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.  At the Annual Meeting, 34,211,685 shares of the Company’s common stock were represented in person or by proxy, and therefore a quorum was present.

 

Proposal One — Election of Directors

 

At the Annual Meeting, the Company’s stockholders elected the following Class III director nominees to serve on the Company’s Board of Directors until the 2018 Annual Meeting of Stockholders or, in each case, until the director’s successor is duly elected and qualified or, if earlier, his death, resignation or removal.  The votes cast were as follows:

 

Director		For		Withhold		Broker Non-Votes
Steven Berns		31,772,678		191,762		2,247,245
Thomas R. Evans		31,346,582		617,858		2,247,245
Paul J. Hennessy		31,873,725		90,715		2,247,245

 

Proposal Two — Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. The votes cast were as follows:

 

For		Against		Abstain		Broker Non- Votes
31,161,851		797,828		4,762		2,247,244

 

Proposal Three — Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of the Company’s Named Executive Officers

 

At the Annual Meeting, the Company’s stockholders recommended, on an advisory basis, an advisory vote on the compensation of the Company’s named executive officers every year.  The votes cast were as follows:

 

Every 1 Year		Every 2 Years		Every Three Years		Abstain		Broker Non-Votes
31,685,253		1,282		273,868		4,037		2,247,245

 

Proposal Four — Ratification of Appointment of Independent Registered Public Accounting Firm

 

At the Annual Meeting, the Company’s stockholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.  The votes cast were as follows:

 

For		Against		Abstain
34,191,941		15,322		4,422

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SHUTTERSTOCK, INC.
Dated: June 15, 2015	By:	/s/ Timothy E. Bixby
		Timothy E. Bixby
		Chief Financial Officer

 

3