Business Context and Reporting Period
This Form 8-K Current Report was filed by Shutterstock, Inc. on December 7, 2020. The filing discloses corporate governance changes, specifically the election of a new director and the appointment of a new Audit Committee Chair.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
The Board of Directors increased the number of directors from seven to eight. Alfonse L. Upshaw was appointed as a Class II director and Chair of the Audit Committee, effective December 7, 2020. He replaces Jeff Epstein as Audit Committee Chair, though Mr. Epstein remains a committee member.
Management Commentary and Compensation
Mr. Upshaw, currently Senior Vice President and Chief Accounting Officer at Kaiser Permanente, was selected for his financial literacy and audit committee independence. His compensation package includes:
- An initial restricted stock unit grant of 1,279 shares.
- Annual cash retainers of $50,000 for Board service and $20,000 for Audit Committee Chair service.
- An annual restricted stock unit award with a cash value of $150,000.
- Full vesting of equity awards immediately prior to a change of control.
Investor Verification Checklist
- Confirm the effective date of Mr. Upshaw's appointment and term expiration (2023 annual meeting).
- Verify the specific vesting schedule for the initial 1,279 share grant.
- Review the attached indemnification agreement (Exhibit 10.1) for liability protections.
- Check subsequent filings for the formal grant of the annual $150,000 value equity award.