Shutterstock, Inc. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Shutterstock, Inc. on March 26, 2019. The filing discloses the approval of a new form of Performance Stock Unit (PSU) Award Agreement and the granting of 2019 equity awards to executive officers under the Company's Amended and Restated 2012 Omnibus Equity Incentive Plan.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on executive compensation arrangements.
Material Changes and Equity Awards
The Compensation Committee approved 2019 equity awards with a grant date of April 1, 2019, consisting of Performance Stock Units (PSUs) and time-based Restricted Stock Units (RSUs). The total value of awards granted to named executive officers is as follows:
- Jon Oringer (CEO): Total Value $4,500,000 (100% PSUs).
- Steven Berns (Co-COO & CFO): Total Value $2,250,000 ($1,500,000 PSUs, $750,000 RSUs).
- Stan Pavlovsky (Co-COO & Head of Strategic Operations): Total Value $2,250,000 ($1,500,000 PSUs, $750,000 RSUs).
- Lisa Nadler (CHRO): Total Value $1,000,000 ($600,000 PSUs, $400,000 RSUs).
- Lou Weiss (CMO): Total Value $1,000,000 ($600,000 PSUs, $400,000 RSUs).
- Steve Ciardiello (CAO): Total Value $450,000 ($225,000 PSUs, $225,000 RSUs).
The number of shares for these grants is determined by dividing the award value by the average closing stock price over the 30 trading days ending March 29, 2019.
Outlook, Management Commentary, and Risks
Performance Metrics: PSU awards are tied to a three-year performance period (January 1, 2019, to December 31, 2021) based on Adjusted EBITDA targets set by the Compensation Committee.
Vesting Conditions:
- PSUs: Payout ranges from 0% to 150% of target shares. At the threshold performance level, 75% of target PSUs vest. If the threshold is not met, vesting is delayed to the next scheduled date; if thresholds are not met by the end of the three-year period, unvested PSUs are forfeited.
- RSUs: Vest in equal annual installments over three years, subject to continued service.
Risks: The primary risk to these awards is the failure to achieve Adjusted EBITDA thresholds, which could result in forfeiture of unvested PSUs.
Investor Verification Checklist
- Verify the specific Adjusted EBITDA targets set by the Compensation Committee for the 2019-2021 performance period, as these are not disclosed in this filing.
- Confirm the exact number of shares issued by calculating the award value against the 30-day average stock price ending March 29, 2019.
- Review the full text of the Form PSU Award Agreement (Exhibit 10.1) for detailed forfeiture and vesting mechanics.
- Monitor future filings for actual Adjusted EBITDA performance to assess the likelihood of PSU vesting.