Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure · Other Events
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 12, 2026, Paul J. Hennessy notified the Board of Directors (the “Board”) of Shutterstock, Inc. (the “Company”) of his decision to step down as the Company’s Chief Executive Officer and as a member of the Board, effective immediately.…
Shutterstock is in the business of turning ideas into impact. Powered by a global network of millions of creators and our cutting-edge technology, we provide businesses, creatives, and brand leaders with the essential, universal ingredients to make their work more effective. Shutterstock offers access to one of the world's largest and most diverse collections of high-quality licensable assets, specialized training datasets, evaluation tools, and end-to-end strategic partnerships for the full model training lifecycle, as well as advertising and distribution solutions, exclusive editorial content, and full-service studio production - delivering unparalleled resources to fuel great work.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 12, 2026, Paul J. Hennessy notified the Board of Directors (the “Board”) of Shutterstock, Inc. (the “Company”) of his decision
to step down as the Company’s Chief Executive Officer and as a member of the Board, effective immediately. The Board appointed Rik Powell, the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer, effective immediately.
Mr. Powell will also continue to serve as the Company’s Chief Financial Officer. To facilitate an orderly leadership transition, Mr. Hennessy will remain with the Company in a non-executive advisory capacity through August 7, 2026. Mr. Hennessy’s
departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board intends to commence a process to identify the Company’s next permanent Chief Executive Officer.
In connection with Mr. Powell’s appointment as Interim Chief Executive Officer, the Board approved the following additional
compensation arrangements for Mr. Powell: (i) additional cash compensation of $75,000 per month for each month of service as Interim Chief Executive Officer, and (ii) a one-time grant of restricted stock units with a grant date value of $450,000,
which will cliff vest on the six-month anniversary of the date Mr. Powell is appointed Interim Chief Executive Officer, subject to Mr. Powell’s continued service as an employee (but without regard to whether Mr. Powell remains as Interim Chief
Executive Officer) with the Company through such date; provided, that such equity award will be forfeited in the event Mr. Powell is terminated for cause or voluntarily resigns prior to the vesting date. Mr. Powell’s existing compensation as Chief
Financial Officer will remain unchanged and is described in the Company’s most recent Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission.
Mr. Powell, age 54, has served as the Company’s Chief Financial Officer since November 2024 and prior to that Senior Vice President,
Finance from June 2024. Prior to joining the Company, Mr. Powell was Senior Vice President, Finance and Investor Relations at Shake Shack, an NYSE publicly traded quick services restaurant group, from 2022 to 2024. Prior to that, Mr. Powell served
in various finance positions at Getty Images, a visual media company, where he ultimately advanced to the position of Chief Financial Officer from 2017 to 2020. Prior to that, Mr. Powell held various finance roles at Dell Computer Corporation and
HP Inc. and started his career at Grant Thornton LLP. Mr. Powell is from Oxford in the United Kingdom and has been a Fellow of the UK Chartered Association of Certified Accountants for a number of years.
There are no arrangements or understandings between Mr. Powell and any other person pursuant to which he was appointed to serve as the
Interim Chief Executive Officer. Mr. Powell has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Mr. Powell has no family relationships with any director or executive
officer of the Company.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 13, 2026, the Company issued a press release regarding certain of the matters described in Item 5.02 and Item 8.01. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
The Company is planning to engage a strategic advisor to assist the Company in formulating its go-forward strategy following
termination of the merger agreement with Getty Images.
Filed exhibits (1)
EX-99.1 (by filename) ef20077918_ex99-1.htm
EX-99.1
3
ef20077918_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Shutterstock Announces Leadership Transition
Paul Hennessy to Step Down as Chief Executive Officer and Board Member; Rik Powell Appointed as Interim CEO
New York, NY - July 13, 2026 - Shutterstock, Inc. (NYSE: SSTK) (the “Company”), a family of brands delivering scalable creative and GenAI
solutions to help customers fuel great work, today announced that Paul Hennessy has stepped down as the Company’s Chief Executive Officer and as a member of
the Board of Directors, effective immediately. The Board has appointed Rik Powell, the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer, effective immediately. Powell has served as the Company’s Chief Financial
Officer since November 2024 and started with the Company in June 2024 as Senior Vice
President, Finance and Investor Relations. He will continue to serve as the Company’s
CFO during this transition. The Company is grateful for Paul Hennessy’s contributions to Shutterstock over the last 4 years as CEO and for the 11 years he has been a member of our Board
of Directors. As is true across the technology industry, leadership evolution is critical…