Shutterstock, Inc. Def 14A 04/28/2017 Schedule 14A

Shutterstock, Inc.
DEF 14A
04/28/2017
SCHEDULE 14A
Filed by the Registrant x

Filed by a Party other than the Registrant
o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under ?240.14a-12
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
Shutterstock, Inc.
DEF 14A
04/28/2017
SCHEDULE 14A
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 the appropriate
box):
x No fee required.
o Fee computed on table below per Exchange
Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value
of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset

as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting
fee was paid previously. Identify the previous
filing by registration statement number,
or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
New York, New York 10118
Sincerely,
Jonathan Oringer
Founder, Chief Executive Officer and Chairman
of the Board
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
By Order of the Board of Directors,
Heidi Garfield
Vice President, General Counsel and Corporate
Secretary
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Summary Compensation
Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS 2
AND THE 2017 ANNUAL MEETING
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE 9
GOVERNANCE
Directors and Executive Officers 9
Board Structure, Director Nominations 11
and Qualifications
Corporate Governance and Board Matters 12
PROPOSAL ONE: ELECTION OF DIRECTORS 18
DIRECTOR COMPENSATION 19
Director Compensation Table 20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 21
HOLDERS
Section 16(a) Beneficial Ownership Reporting 22
Compliance
PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION 23
OF OUR NAMED EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION 24
Compensation Discussion and Analysis 24
Compensation Committee Report 39
Employment Agreements and Compensatory 40
Arrangements
Summary Compensation Table 45
Grants of Plan-Based Awards in Fiscal 2016 46
Outstanding Equity Awards at Fiscal Year-End 47
Option Exercises and Stock Vested in Fiscal 48
7/8/1905
Potential Payments Upon Termination or 49
Change in Control
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 52
Transactions with Related Persons 52
PROPOSAL THREE: RATIFICATION OF APPOINTMENT 53
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Selection of the Accounting Firm 53
Policy on Audit Committee Pre-Approval 53
of Audit and Permissible Non-Audit Services
Principal Accountant Fees and Services 54
AUDIT COMMITTEE REPORT 55
EQUITY COMPENSATION PLAN INFORMATION 56
OTHER MATTERS 57
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Directors and Executive Officers
Name Age Position

Jonathan Oringer 42 Founder, Chief Executive Officer and Chairman
of the Board
Deirdre Bigley 52 Director ( Nominee for election at the 2017
Annual Meeting )
Jeff Epstein 60 Director ( Nominee for election at the 2017
Annual Meeting )
Thomas R. Evans 62 Director
Paul J. Hennessy 52 Director
Steven Berns 52 Chief Operating Officer and Chief Financial
Officer
Martin Brodbeck 44 Chief Technology Officer
Steven Ciardiello 46 Chief Accounting Officer
David Giambruno 50 Chief Information Officer
Catherine Ulrich 33 Chief Product Officer
Jeffrey Weiser 40 Chief Marketing Officer
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Corporate Governance and Board Matters
Policy
Insider Trading and Disclosure Policy
Whistleblower Policy
Related Person Transaction Policy
Anti-Corruption Policy
Anti-Harassment Policy
Corporate Communications and Disclosure

Policy
Economic Sanctions Policy

____________________________
Description
Sets forth the Company?s limitations regarding
trading in Company securities and the handling
of non-public material information.
Sets forth the procedures for the reporting

of suspected misconduct, illegal activities
or fraud, including any questionable accounting,
internal accounting controls and auditing
matters, or other violations of federal
or state laws or the Code of Ethics and the
receipt, treatment and investigation
of such reports.
Sets forth the policies and procedures

for reviewing, approving and ratifying
proposed transactions with directors,
executive officers, significant shareholders
or any other related persons.
Provides detailed guidance for our Board

members, officers, employees and third
parties acting on our behalf on prohibited
actions under anti-bribery and anti-corruption
laws.
Provides that all persons shall be treated

with dignity and respect and shall not be
subject to discriminatory practices and
harassment and sets forth the policies
and procedures for reporting and investigation
suspected harassment.
Sets forth guidelines on fair and complete

disclosure of Company information to current
and future shareholders, the investing
public and the financial community to ensure
compliance with SEC rules and regulations.
Provides that all Company activities by

directors, officers, employees and agents
acting on behalf of the Company comport
fully with applicable embargoes and other
economic sanctions requirements.
Shutterstock, Inc.
DEF 14A
04/28/2017
Executive Sessions
Name
Jeff Epstein
Thomas R. Evans
Paul J. Hennessy
Deirdre Bigley
Committee Chairperson
____________________________
Audit Compensation Nominating and
Committee Committee Corporate
Governance
Committee
?
?
? ?
? ?
Shutterstock, Inc.
DEF 14A
04/28/2017
PROPOSAL ONE: ELECTION OF DIRECTORS
Director Qualifications
Deirdre Bigley Extensive experience working at multinational
corporations with teams across a range
of products and significant business and
operational experience, particularly
as a senior marketing executive at media
and technology companies.
Jeff Epstein Extensive financial and business expertise,

including background as chief financial
officer of the world's largest enterprise
software company, and service as a senior
executive at companies in the internet
and advertising industries.
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE
Director
Jonathan Oringer
( term expiring at 2019 Annual Meeting)
Thomas R. Evans
Paul J. Hennessy
____________________________
THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE
Qualifications
Extensive experience in the commercial
digital imagery industry, experience
with entrepreneurial and technology companies
and extensive knowledge of the Company
as its founder.
Breadth of business experience, particularly

as a senior executive in internet and media
industries, and service on the board of
directors of public companies, provides
valuable insight into operational strategy
and execution.
Extensive global marketing and management

experience as well as domestic and international
start-up experience, particularly as
a senior executive with online marketing
experience in the internet and travel industries.
Shutterstock, Inc.
DEF 14A
04/28/2017
Non-Employee Director Compensation Policy
Role
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
____________________________
Annual Fees-
Chairperson ($)
20,000
7,500
2,500
Annual Fees-
Other Members ($)
10,000
5,000
2,500
Shutterstock, Inc.
DEF 14A
04/28/2017
Director Compensation Table
Name
Deirdre Bigley (3)

Jeff Epstein (4)
Thomas R. Evans (5)
Paul J. Hennessy (6)
Jeffrey Lieberman (7)
____________________________
Fees Earned Stock Total ($)
or Paid in Awards ($) (2)
Cash ($) (1)
42,788 159,418 202,206
72,500 159,418 231,918
76,000 159,418 235,418
71,000 159,418 230,418
47,500 159,418 206,918
Shutterstock, Inc.
DEF 14A
04/28/2017
Beneficial Ownership
? each person known to us to own beneficially

more than 5% of the outstanding shares of
any class of our voting securities;
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shares Beneficially Owned

Name of Beneficial Owner Number
Named Executive Officers and Directors:
Jonathan Oringer (1) 16,218,827
Steven Berns (2) 52,557
David Giambruno -
Matthew Jagoda (3) -
Jeff Weiser -
Deirdre Bigley (4) 316
Jeff Epstein (5) 30,201
Thomas R. Evans (6) 24,321
Paul J. Hennessy (7) 2,716
All executive officers and directors as 16,347,285
a group (12 persons) (8)
Other 5% Stockholders:
Blackrock, Inc. (9) 2,123,691
____________________________
ed
Percentage
46.9%
*
-
-
-
*
*
*
*
47.3%
6.1%
Shutterstock, Inc.
DEF 14A
04/28/2017
Jonathan Oringer Founder, Chief Executive Officer and Cha

of the Board
Steven Berns Chief Operating Officer and Chief Financ
Officer
David Giambruno Chief Information Officer
Jeff Weiser Chief Marketing Officer
Matthew Jagoda Former Chief People Officer
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
24________________________Compensation Governance Highlights
What we do What we don't do

? Maintain a completely independ ? Encourage unreasonable risk ta
committee that establishes our
practices
? Design executive compensation ? No excessive change in control
to align pay with performance payments
? Vast majority of pay is variab ? No repricing underwater stock
fixed (over 99% for our Chief or grants
Officer in 2016). Our CEO rece
market fixed pay ($1 base sala
market variable/performance-ba
? Employ our executive officers
? Provide for "double-trigger" e ? No pension arrangements, defin

upon change in control retirement plans, or non-quali
compensation plans for our exe
? Maintain a clawback policy ? No perquisites or other person
____________________________
cutive officers ? No excise tax gross-ups upon cha
termination benefits
Shutterstock, Inc.
DEF 14A
04/28/2017
? attract, motivate and retain high-performing

executives;
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Use of Comparative Market Data
Bottomline Technologies Endurance International Group Holdings,

Inc.
Box, Inc. Envestnet, Inc.
Cornerstone OnDemand, Inc. Gogo Inc.
CoStar Group Inc. GrubHub Inc.
Coupons.com Incorporated Guidewire Software, Inc.
HomeAway, Inc.
____________________________
J2 Global, Inc. Synchronoss Technologies, Inc.
LogMeIn, Inc. The Ultimate Software Group, Inc.

Manhattan Associates, Inc. TrueCar, Inc.
Mercadolibre, Inc. Tyler Technologies, Inc.
Qlik Technologies, Inc. Yelp Inc.
SolarWinds, Inc. Zillow, Inc.
Shutterstock, Inc.
DEF 14A
04/28/2017
Realized Compensation
Year Total Compensation Reported Total Realized Comp

Compensation Table ($)
### 4,468,009 509
### 193 193
### 27,586,959 86,959
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
30Base Salary
Named Executive Offi Base Salary at

End of 2016
Steven Berns $500,000
David Giambruno $425,000
Matthew Jagoda $425,000
Jeff Weiser $450,000
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Cash Incentives
Named Executive Offi Target Incentive Compensation

Jeff Weiser $225,000
____________________________
Percentage of Base Salary at End of 2016
80%
50%
50%
50%
Shutterstock, Inc.
DEF 14A
04/28/2017
31Performance Goals
Percentage of Target Achieved Payout Percentage

Below 80% -%
80% 30%
85% 55%
90% 75%
95% 90%
100% 100%
105% 110%
110% 125%
115% 145%
120% 170%
____________________________
Increase in Payout Percentage
Every additional 1% increases payout 5%


Shutterstock, Inc.
DEF 14A
04/28/2017
31Performance Goals
Revenue Adjusted EBITDA

Adjusted Target (millions) 508.30 99.80
2016 Results (millions) 494.30 95.50
Target Achieved 97% 96%
Payout Percentage 94% 92%
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
31Performance Goals
Named Executive Officer Target Payout (1)

Jeffrey Weiser $123,904
____________________________
Payout based on Company Achievement Score Actual Payout
$340,000 375,000
$96,003 115,000
$180,625 120,000
$105,318 105,318
% Discretionary Increase/(Decrease)
in Payout
10%
20%
(34)%
-
Shutterstock, Inc.
DEF 14A
04/28/2017
Restricted Stock Units
Named Executive Offi 2016 Option Grants 2016 RSU Grants

(Number of Shares) (Number of Shares)
Steven Berns 40,000 15,000
David Giambruno 12,000 8,000
Matthew Jagoda (1) 30,000 25,000
Jeffrey Weiser 35,000 30,000
(1) In July 2016, in connection with his
appointment as our Chief People Officer,
Mr. Jagoda was granted 30,000 options and
25,000 RSUs. Upon his separation from the
Company on March 6, 2017, Mr. Jagoda forfeited
all unvested equity.
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
38Compensation Committee Report
Members of the Compensation Committee

Thomas R. Evans ( Chairman )
Deirdre Bigley
Paul J. Hennessy
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
Name and Principal Position Year Salary

$0
Jonathan Oringer ### 1

Chief Executive Officer ### 1
### 86,538 (4)
Steven Berns (5) ### 500,000

Chief Financial Officer ### 144,231
David Giambruno ### 228,864

Chief Information Officer
Matthew Jagoda (10) ### 245,192

Former Chief People Officer
Jeff Weiser ### 250,962

Chief Marketing Officer
____________________________
Bonus Stock Option
$0 Awards Awards
($) (1) ($) (1)
- - 4,467,500
- - -
- 5,870,000 21,630,000
- 521,400 714,800
200,000 (7) 1,193,200 1,523,000
- 367,200 276,000
75,000 (11) 1,147,500 690,000
100,000 (13) 1,377,000 805,000

Non-Equity All Other Total
Incentive Plan Compensation $0
Compensation (2) $0
- 508 (3) 4,468,009
- 192 (3) 193
- 421 (3) 27,586,959
375,000 955 (6) 2,112,155

- 190,925 (8) 3,251,356
115,000 518 (9) 987,582
120,000 242 (12) 2,277,935
105,318 79,959 (14) 2,718,239

Shutterstock, Inc.
DEF 14A
04/28/2017
Stock Option Grants
Name Grant Approval Date (1)

Date
Jonathan Oringer 3/1/16 2/19/16
Steven Berns - -
3/1/16 2/19/16
David Giambruno - -
7/1/16 5/3/16
Matthew Jagoda - -
7/1/16 4/15/16
Jeffrey Weiser - -
7/1/16 4/6/16
____________________________
Estimated Estimated All Other
Future Future Stock Awards:
Payouts Under Payouts Unde Number of
Non-Equity Equity Shares of
Incentive Incentive Stock or
Plan Awards Plan Awards Units
$0 (#) (#)
Target Target
- - -
400,000 (4)
- - 15,000 (5)
112,945 (7) - -
- - 8,000 (8)
212,500 (10) - -
- - 25,000 (11)
123,904 (13) - -
- - 30,000 (14)
All Other Exercise or Grant Date
Option Awards: Base Price Fair Value
Number of of Option of Stock
Securities Awards and Option
Underlying ($/Sh) Awards
Options ($) (2)
(#)
250,000 (3) 34.76 4,467,500
40,000 (6) 34.76 1,236,200
- - -
12,000 (9) 45.90 643,200
- - -
30,000 (12) 45.90 1,837,500
- - -
35,000 (15) 45.90 2,182,000
Shutterstock, Inc.
DEF 14A
04/28/2017
Outstanding Equity Awards
Option Awards
Name Grant Date Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised
Options Options (#)
(#) Unexercisable
Exercisable
Jonathan Oringer 4/24/14 - -

3/1/16 - 250,000 (4)
Steven Berns (5) 3/15/12 15,000 (6) -

10/1/15 25,000 (7) 75,000 (7)
3/1/16 - 40,000 (9)
David Giambruno 7/1/16 - 12,000 (11)
Matthew Jagoda 7/1/16 - 30,000 (13)
Jeffrey Weiser 7/1/16 - 35,000 (15)
____________________________
Equity Option Option
s Incentive Exercise Expiration
g Plan Price Date
ed Awards: $0
#) Number of
able Securities
Underlying
Unexercised
Unearned
Options
(#)
500,000 (2) 80.94 4/24/2024

- 34.76 3/1/2026
- 17.50 3/31/2021
- 29.83 10/1/2025
- 34.76 03/1/2026
- 45.90 7/1/2026
- 45.90 7/1/2026
- 45.90 7/1/2026
Stock Awards
Number Market Equity
of Value of Incentive
Shares Shares Plan Awards:
or or Number of
Units of Units of Unearned
Stock Stock Shares,
That That Units or
Have Not Have Not Other
Vested Vested Rights
(#) ($) (1) That
Have Not
Vested
(#)
- - 100,000 (3)
- - -
- - -
30,000 (8) 1,425,600 -
15,000 (10) 712,800 -
8,000 (12) 380,160 -
25,000 (14) 1,188,000 -
30,000 (16) 1,425,600 -

Equity
Incentive
ds: Plan Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($) (1)
4,752,000
-
-
-
-
-
Shutterstock, Inc.
DEF 14A
04/28/2017
47Option Exercises and Stock Vested in 2016
Option Awards Stock Awards

Name Number of Value Realiz Number of
Shares on Exercise Shares
Acquired ($) (1) Acquired
on Exercise on Vesting
(#) (#)
Jonathan Oringer - - -
Steven Berns - - 2,328 (3)
10,000
David Giambruno - - -
Matthew Jagoda - - -
Jeffrey Weiser - - -
____________________________
Value Realized
on Vesting
($) (2)
-
101,175
637,000
-
-
-
Shutterstock, Inc.
DEF 14A
04/28/2017
48Potential Payments Upon Termination or Change in Control
Name of Executive Cash

Cause of Termination Severance
Payment ($)
Jonathan Oringer
Change in Control (3) -
Termination by Company without ?cause? -
Death or disability -
Steven Berns
Change in Control (3) 500,000
Termination by Company without ?cause?/by 500,000
employee for ?good reason?
David Giambruno
Termination by Company without ?cause? 212,500
Jeffrey Weiser
Termination by Company without ?cause?/by 225,000
employee for ?good reason?
____________________________
Pro-Rata Bonus ($) (1) Acceleration Continued
of Equity Participation in
Awards ($) (2) Medical &
Dental Benefit
Plans ($)
- 7,942,000 15,525
- 797,500 15,525
- - -
400,000 3,975,550 23,306

400,000 1,223,250 23,306
- - -
212,500 66,960 11,823

112,945 - 11,823
- -
225,000 234,900 -
123,904 234,900 -
- - -
Outplacement Total ($)
Benefits ($)
5,000 7,962,525
5,000 818,025
- -
5,000 4,903,856
5,000 2,151,556
- -
- 503,783
- 337,268
- -
5,000 689,900
- 583,804
- -
Shutterstock, Inc.
DEF 14A
04/28/2017
Principal Accountant Fees and Services
Fee Category Fiscal

7/8/1
Audit Fees $2,025,000
Audit-Related Fees -
Tax Fees 525,000
All Other Fees 2,970
Total Fees $2,552,970
____________________________
Fiscal
7/8/1905 7/7/1905
$1,670,000
-
-
3,200
$1,673,200
Shutterstock, Inc.
DEF 14A
04/28/2017
AUDIT COMMITTEE REPORT
Members of the Shutterstock, Inc. Audit

Committee
Jeff Epstein (Chairman)

Thomas R. Evans
Paul J. Hennessy
____________________________
Shutterstock, Inc.
DEF 14A
04/28/2017
OTHER MATTERS
By Order of the Board of Directors,
Heidi Garfield
Vice President, General Counsel and Corporate
Secretary
____________________________

Shutterstock, Inc. Def 14A 04/28/2017 Schedule 14A

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Shutterstock, Inc.

Filed by the Registrant x

o Definitive Additional Materials

o Soliciting Material under ?240.14a-12

(Name of Person(s) Filing Proxy Statement,

o Check box if any part of the fee is offset

New York, New York 10118

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Directors and Executive Officers

Name Age Position

Corporate Governance and Board Matters

Related Person Transaction Policy

Corporate Communications and Disclosure

Economic Sanctions Policy

Sets forth the procedures for the reporting

Sets forth the policies and procedures

Provides detailed guidance for our Board

Provides that all persons shall be treated

Sets forth guidelines on fair and complete

Provides that all Company activities by

PROPOSAL ONE: ELECTION OF DIRECTORS

Jeff Epstein Extensive financial and business expertise,

Breadth of business experience, particularly

Extensive global marketing and management

Non-Employee Director Compensation Policy

Director Compensation Table

Deirdre Bigley (3)

? each person known to us to own beneficially

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shares Beneficially Owned

Jonathan Oringer Founder, Chief Executive Officer and Cha

24________________________Compensation Governance Highlights

What we do What we don't do

? Provide for "double-trigger" e ? No pension arrangements, defin

? attract, motivate and retain high-performing

Use of Comparative Market Data

Bottomline Technologies Endurance International Group Holdings,

LogMeIn, Inc. The Ultimate Software Group, Inc.

Year Total Compensation Reported Total Realized Comp

Named Executive Offi Base Salary at

Named Executive Offi Target Incentive Compensation

Percentage of Target Achieved Payout Percentage

Every additional 1% increases payout 5%

Every additional 1% increases payout 2%

Revenue Adjusted EBITDA

Named Executive Officer Target Payout (1)

Steven Berns $400,000

Restricted Stock Units

Named Executive Offi 2016 Option Grants 2016 RSU Grants

38Compensation Committee Report

Members of the Compensation Committee

Name and Principal Position Year Salary

Jonathan Oringer ### 1

Steven Berns (5) ### 500,000

David Giambruno ### 228,864

Matthew Jagoda (10) ### 245,192

Jeff Weiser ### 250,962

75,000 (11) 1,147,500 690,000