Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2022, Shutterstock, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of April 13, 2022, the record date for the Annual Meeting, there were a total of 36,212,904 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 33,402,215 shares of the Company's common stock were represented in person or by proxy, and therefore a quorum was present.

Described below are the matters voted upon at the Annual Meeting and the voting results.

Proposal One - Election of Directors

At the Annual Meeting, the Company's stockholders elected the following Class I director nominees to serve on the Company's Board of Directors until the 2025 Annual Meeting of Stockholders or, in each case, until the director's successor is duly elected and qualified or, if earlier, his or her death, resignation or removal. The votes cast were as follows:



Director                     For           Withhold        Broker Non-Votes
Jonathan Oringer          30,010,434       1,223,061          2,168,721
Rachna Bhasin             29,801,583       1,431,912          2,168,721

Proposal Two - Advisory Vote on the Compensation of the Company's Named Executive Officers

At the Annual Meeting, the Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement. The votes cast were as follows:



     For            Against        Abstain        Broker Non-Votes
  30,828,746        391,620        13,128            2,168,721

Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm

At the Annual Meeting, the Company's stockholders ratified the Audit Committee's appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes cast were as follows:



     For            Against        Abstain        Broker Non-Votes
  33,134,069        259,755         8,391            2,168,721

Proposal Four - Approval of the 2022 Omnibus Equity Incentive Plan

At the Annual Meeting, the Company's stockholders approved the 2022 Omnibus Equity Incentive Plan. The votes were cast as follows:



     For            Against        Abstain        Broker Non-Votes
  23,009,159       7,971,139       253,199           2,168,721

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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