Shutterstock, Inc. current report, 11 June 2015

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Shutterstock, Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K covers the Annual Meeting of Stockholders held by Shutterstock, Inc. on June 11, 2015. The report details the voting results for four proposals submitted to shareholders. As of the record date of April 17, 2015, there were 35,849,045 shares of common stock outstanding, with 34,211,685 shares represented at the meeting, establishing a quorum.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance report regarding shareholder voting and does not contain financial performance data.

Material Changes

There are no material changes to financial operations or business strategy reported in this filing. The primary events are the election of directors and the ratification of the independent auditor.

Management Commentary, Risks, and Voting Results

Shareholders approved all four proposals presented at the Annual Meeting:

  • Proposal One (Election of Directors): Stockholders elected Steven Berns, Thomas R. Evans, and Paul J. Hennessy as Class III directors. All nominees received significant majority support, with "For" votes ranging from approximately 31.3 million to 31.9 million.
  • Proposal Two (Say-on-Pay): The advisory vote on executive compensation was approved with 31,161,851 votes "For" and 797,828 votes "Against."
  • Proposal Three (Frequency of Say-on-Pay): Shareholders recommended holding an advisory vote on executive compensation every year, with 31,685,253 votes cast for the annual frequency.
  • Proposal Four (Auditor Ratification): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015, with 34,191,941 votes "For."

Investor Verification Checklist

  • Verify the tenure of the newly elected Class III directors (Steven Berns, Thomas R. Evans, Paul J. Hennessy) through the 2018 Annual Meeting.
  • Confirm the engagement of PricewaterhouseCoopers LLP for the 2015 fiscal year audit.
  • Note the shareholder preference for annual executive compensation advisory votes.
  • Review the company's proxy statement for detailed executive compensation data referenced in Proposal Two.