8-K: Shutterstock Files 8-K Supplementing Proxy Statement Amid Shareholder Lawsuits Over Getty Images Merger

Shutterstock, Inc. has filed a Form 8-K to supplement its definitive proxy statement, providing additional disclosures in response to shareholder lawsuits and demand letters challenging the proposed merger with Getty Images Holdings, Inc.

Summary

• Shutterstock, Inc. filed a Form 8-K on May 30, 2025, to supplement its definitive proxy statement related to the previously announced merger with Getty Images Holdings, Inc.
• The proposed merger involves a complex series of transactions where Shutterstock will become a wholly-owned subsidiary of Grammy HoldCo, Inc., which will then merge into Getty Images' subsidiary, ultimately making Shutterstock a wholly-owned subsidiary of Getty Images.
• Two shareholder lawsuits, Johnson v. Shutterstock, Inc., et al. and Weiss v. Shutterstock, Inc., et al., were filed in the Supreme Court of the State of New York, alleging the proxy statement contains false, misleading, and/or incomplete information regarding the Transactions.
• These lawsuits seek an injunction to prevent the merger unless alleged omitted material information is disclosed, or rescission of the transactions and damages if consummated.
• Additionally, certain purported stockholders sent demand letters alleging similar disclosure deficiencies regarding the proxy statement.
• Shutterstock denies the allegations and believes no supplemental disclosure is legally required but is voluntarily providing additional information to avoid potential delays and minimize litigation costs and uncertainties.
• The supplement includes updated unaudited prospective financial information for both Shutterstock and Getty Images, extending Shutterstock's forecast to 2034.
• It also amends sections related to the opinions of financial advisors J.P. Morgan Securities LLC and Allen & Company LLC, specifically regarding selected public companies and implied equity values/multiples used in their analyses.

Sentiment

Score: 4

Explanation: The document primarily addresses ongoing litigation related to a proposed merger, which introduces uncertainty and potential delays. While the company is taking steps to mitigate these risks, the existence of lawsuits and the need for supplemental disclosures are negative factors. The financial forecasts are forward-looking and not current results, and the core merger intent remains.

Positives

• Shutterstock is proactively providing supplemental disclosures to stockholders, aiming to mitigate litigation risks and potential delays to the merger.
• The company maintains it has substantial defenses against the lawsuits and denies any additional disclosure was legally required, indicating confidence in its position.

Negatives

• Two shareholder lawsuits and multiple demand letters have been filed against Shutterstock and its board members, alleging false, misleading, or incomplete information in the proxy statement regarding the merger.
• The lawsuits seek to enjoin the merger or, if consummated, rescission and damages, indicating significant legal challenge and uncertainty.
• The litigation introduces risks of delaying or adversely affecting the implementation of the Transactions, and incurs associated costs and uncertainties.

Risks

• Failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise.
• Interloper risk, where another party might make a competing offer.
• Failure to satisfy other closing conditions to the Transactions or to complete the Transactions on anticipated terms and timing (or at all).
• Negative effects of the announcement of the Transactions on the ability of Shutterstock or Getty Images to retain and hire key personnel and maintain relationships with customers, suppliers, and others.
• Risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies, and/or growth, or that such benefits may take longer or be more costly to achieve.
• Disruptions from the Transactions harming business plans and operations.
• Risks relating to unanticipated costs of integration.
• Significant transaction and/or integration costs, or difficulties in connection with the Transactions and/or unknown or inestimable liabilities.
• Restrictions during the pendency of the Transactions that may impact the ability to pursue certain business opportunities or strategic transactions.
• Potential litigation associated with the Transactions (already ongoing).
• The potential impact of the announcement or consummation of the Transactions on Getty Images', Shutterstock's, or the combined company's relationships with suppliers, customers, employers, and regulators.
• Demand for the combined company's products.
• Potential changes in the Getty Images stock price that could negatively impact the value of the consideration offered to Shutterstock stockholders.
• The occurrence of any event that could give rise to the termination of the proposed Transactions.
• Getty Images' ability to complete any refinancing of its debt or new debt financing on a timely basis, on favorable terms, or at all.

Future Outlook

The document provides detailed unaudited prospective financial information for Shutterstock through 2034 and Getty Images through 2029, outlining expected revenue, gross profit, Adjusted EBITDA, Taxable EBIT, and NOPAT. It also discusses the expected timing and integration benefits of the proposed merger, though these are explicitly stated to be subject to various risks and uncertainties, including obtaining regulatory and stockholder approvals and successful integration.

Management Comments

• Shutterstock believes it has substantial defenses in connection with the Matters and no supplemental disclosure is required under applicable law.
• However, in order to avoid the risk that the Matters may delay or otherwise adversely affect the implementation of the Transactions, to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Shutterstock has determined to voluntarily supplement the Proxy Statement.
• To the contrary, Shutterstock denies all allegations in the Matters that any additional disclosure was or is required.

Industry Context

This filing relates to the digital media and content industry, specifically the stock photography and creative content market, involving two major players, Shutterstock and Getty Images. The proposed merger, if completed, would lead to significant consolidation within this sector. The financial analyses presented compare the companies to a range of other online marketplace and content-focused businesses, including Angi, eBay, Etsy, Fiverr, GoDaddy, Upwork, Bumble, Chegg, GoodRx, Groupon, Match Group, and Yelp, reflecting the broader digital economy landscape.

Comparison to Industry Standards

• J.P. Morgan's analysis of selected publicly traded companies' FV/2025E Adj. EBITDA Multiples included: Angi Inc. (6.8x), eBay Inc. (9.5x), Etsy, Inc. (9.9x), Fiverr International Ltd. (13.6x), Getty Images Holdings, Inc. (7.5x), GoDaddy, Inc. (20.9x), and Upwork, Inc. (11.0x).
• Allen & Company's analysis of 2025 EBITDA (Pre-SBC) Multiples for Shutterstock selected companies included: Bumble Inc. (9.1x), Chegg, Inc. (3.3x), Etsy, Inc. (10.1x), Getty Images Holdings, Inc. (7.1x), GoodRx Holdings, Inc. (6.9x), Groupon, Inc. (8.1x), Match Group, Inc. (9.1x), Upwork Inc. (11.3x), and Yelp Inc. (7.3x), with an overall range of 3.3x to 11.3x.
• Allen & Company's analysis of 2026 EBITDA (Pre-SBC) Multiples for Shutterstock selected companies included: Bumble Inc. (8.5x), Chegg, Inc. (3.5x), Etsy, Inc. (9.5x), Getty Images Holdings, Inc. (6.8x), GoodRx Holdings, Inc. (6.3x), Groupon, Inc. (6.8x), Match Group, Inc. (8.5x), Upwork Inc. (9.5x), and Yelp Inc. (6.9x), with an overall range of 3.5x to 9.5x.
• Allen & Company applied a selected range of 5.0x to 6.5x for 2025E EBITDA (Pre-SBC) and 4.5x to 6.0x for 2026E EBITDA (Pre-SBC) to Shutterstock's forecasts to derive implied equity values.
• Allen & Company's analysis of 2025 EBITDA (Pre-SBC) Multiples for Getty Images selected companies included: Bumble Inc. (9.1x), Chegg, Inc. (3.3x), Etsy, Inc. (10.1x), GoodRx Holdings, Inc. (6.9x), Groupon, Inc. (8.1x), Match Group, Inc. (9.1x), Shutterstock, Inc. (4.3x), Upwork Inc. (11.3x), and Yelp Inc. (7.3x), with an overall range of 3.3x to 11.3x.
• Allen & Company's analysis of 2026 EBITDA (Pre-SBC) Multiples for Getty Images selected companies included: Bumble Inc. (8.5x), Chegg, Inc. (3.5x), Etsy, Inc. (9.5x), GoodRx Holdings, Inc. (6.3x), Groupon, Inc. (6.8x), Match Group, Inc. (8.5x), Shutterstock, Inc. (3.9x), Upwork Inc. (9.5x), and Yelp Inc. (6.9x), with an overall range of 3.5x to 9.5x.
• Allen & Company applied a selected range of 7.0x to 8.5x for 2025E EBITDA (Pre-SBC) and 6.5x to 8.0x for 2026E EBITDA (Pre-SBC) to Getty Images' forecasts to derive implied equity values.

Legal Proceedings

• Johnson v. Shutterstock, Inc., et al., 682860/2025 (filed in the Supreme Court of the State of New York, County of New York, Commercial Division).
• Weiss v. Shutterstock, Inc., et al., 652853/2025 at ECF No. 1 (filed in the Supreme Court of the State of New York, County of New York, Commercial Division).
• Both Stockholder Actions allege that the Proxy Statement contains false and misleading and/or incomplete information regarding the Transactions.
• Claims asserted include negligent misrepresentation and concealment, and negligence in connection with the filing of the allegedly false and misleading Proxy Statement.
• Relief sought includes an injunction enjoining the consummation of the Transactions unless alleged omitted material information is disclosed, rescission of the Transactions if consummated, and awarding actual and punitive damages, along with attorneys' and experts' fees.
• Demand letters from certain purported stockholders of Shutterstock and Getty Images were sent, alleging similar disclosure deficiencies and seeking additional disclosures.

Stakeholder Impact

• Shareholders: Face uncertainty regarding the merger's timing and terms due to ongoing litigation; required to vote on the merger agreement; potential impact on the value of consideration received if Getty Images stock price changes.
• Employees: Potential negative effects on retention and hiring due to the merger announcement and integration risks.
• Customers and Suppliers: Potential negative effects on relationships due to the merger announcement and integration process.
• Regulators: The SEC is involved in reviewing filings, and regulatory approvals are a critical condition for the merger's completion.

Next Steps

• Shutterstock stockholders are scheduled to hold a special meeting on June 10, 2025, to consider and vote on the adoption of the Merger Agreement.
• Completion of the proposed Transactions is subject to obtaining applicable regulatory and stockholder approvals and satisfying other closing conditions.
• Post-merger, the integration of the businesses of Shutterstock and Getty Images is expected.

Key Dates

Recommendation

Keywords

Shutterstock, Getty Images, Merger Agreement, SEC Filing, Form 8-K, Proxy Statement, Shareholder Lawsuit, Litigation, Corporate Governance, Financial Forecasts, Acquisition, Media Content Industry, Stock Photography, Digital Media, Investment Analysis