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

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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:

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Shutterstock, Inc.
DEF 14A
04/28/2017

New York, New York 10118

Sincerely,

Jonathan Oringer
Founder, Chief Executive Officer and Chairman
of the Board

____________________________
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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

____________________________
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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
____________________________
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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

____________________________
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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

____________________________
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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

____________________________
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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.

____________________________
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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
( term expiring at 2018 Annual Meeting)

Paul J. Hennessy
( term expiring at 2018 Annual Meeting)

____________________________
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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

____________________________
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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)

____________________________
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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;

____________________________
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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

____________________________
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ed
Percentage

46.9%
*
-
-
-
*
*
*
*
47.3%

6.1%
Shutterstock, Inc.
DEF 14A
04/28/2017

Summary Compensation

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

____________________________
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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

____________________________
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cutive officers ? No excise tax gross-ups upon cha
termination benefits
Shutterstock, Inc.
DEF 14A
04/28/2017

Summary Compensation

? attract, motivate and retain high-performing

executives;

____________________________
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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.

____________________________
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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

____________________________
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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

____________________________
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Shutterstock, Inc.
DEF 14A
04/28/2017

Cash Incentives

Named Executive Offi Target Incentive Compensation

Steven Berns $400,000
David Giambruno $212,500
Matthew Jagoda $212,500
Jeff Weiser $225,000

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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%

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Increase in Payout Percentage

Every additional 1% increases payout 5%

Every additional 1% increases payout 4%
Every additional 1% increases payout 3%
Every additional 1% increases payout 2%

Every additional 1% increases payout 2%

Every additional 1% increases payout 3%
Every additional 1% increases payout 4%
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%

____________________________
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Shutterstock, Inc.
DEF 14A
04/28/2017

31Performance Goals

Named Executive Officer Target Payout (1)

Steven Berns $400,000

David Giambruno $112,945
Matthew Jagoda $212,500
Jeffrey Weiser $123,904

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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.

____________________________
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Shutterstock, Inc.
DEF 14A
04/28/2017

38Compensation Committee Report

Members of the Compensation Committee

Thomas R. Evans ( Chairman )
Deirdre Bigley
Paul J. Hennessy

____________________________
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Shutterstock, Inc.
DEF 14A
04/28/2017

Summary Compensation

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

____________________________
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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

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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)

____________________________
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 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 - - -

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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?
Death or disability -
David Giambruno
Change in Control (3) 212,500
Termination by Company without ?cause? 212,500
Death or disability -
Jeffrey Weiser
Change in Control (3) 225,000
Termination by Company without ?cause?/by 225,000
employee for ?good reason?
Death or disability -

____________________________
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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

____________________________
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 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

____________________________
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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

____________________________
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