Shutterstock, Inc. (SSTK): CEO Rik Powell took another position

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Appointment
On October 28, 2026, the Board of Directors (the “Board”) of Shutterstock, Inc. (the “Company”) approved the appointment of Jonathan
Oringer as the Company’s Chief Executive Officer and Chairman of the Board, effective as of October 28, 2026 (the “Effective Date”). Concurrent with Mr. Oringer’s appointment as Chief Executive Officer, Rik Powell will cease serving as Interim
Chief Executive Officer, effective as of the Effective Date, but will continue to serve as the Company’s Chief Financial Officer.
In connection with his appointment, the Company and Mr. Oringer entered into an Employment Acknowledgement Agreement (the
“Amendment”) amending the terms of Mr. Oringer’s existing Employment Agreement, dated September 24, 2012 (as amended from time to time, the “Oringer Employment Agreement”). Pursuant to the Amendment, effective as of the Effective Date, Mr.
Oringer’s position with the Company changed to Chief Executive Officer and Chairman of the Board, and Mr. Oringer’s annual base salary was increased from $1.00 to $1,000,000, less applicable withholdings and deductions. Mr. Oringer will not be
eligible to be considered for an annual cash incentive bonus for the remainder of fiscal 2026 or for fiscal 2027. However, following fiscal 2027, the Board or the Compensation Committee of the Board (the “Compensation Committee”), as applicable,
may in its sole discretion determine that Mr. Oringer is eligible to receive an annual cash incentive bonus, on terms and conditions determined solely in the Board’s or the Compensation Committee’s discretion. Except as expressly modified by the
Amendment, the terms of the Oringer Employment Agreement remain unchanged and in full force and effect. The foregoing description of the Amendment is qualified entirely by the full text of the Amendment which is attached hereto as Exhibit 10.1 and
incorporated by reference.
Jonathan Oringer, age 52, has served as the Company’s Executive Chairman of the Board since April 2020. Prior to assuming the role
of Executive Chairman, Mr. Oringer served as Chief Executive Officer from the Company’s founding in 2003 until 2020. Prior to founding the Company, Mr. Oringer served as a director of several private companies. Mr. Oringer served on the Columbia
Engineering Board of Visitors from 2019 to June 2025. Mr. Oringer holds a B.S. in computer science and mathematics from State University of New York at Stony Brook and an M.S. in computer science from Columbia University.
There are no arrangements or understandings between Mr. Oringer and any other person pursuant to which he was appointed to serve as
the Chief Executive Officer. Mr. Oringer 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. Oringer has no family relationships with any director or executive
officer of the Company.
President and Chief Operating Officer Appointment
Also on October 28, 2026, the Board appointed Hichame Assi to serve as the Company’s President and Chief Operating Officer. In
connection with his promotion to President and Chief Operating Officer, Envato Pty Limited, a wholly-owned subsidiary of the Company (“Envato”) and Mr. Assi entered into a new Executive Contract (the “Executive Contract”). Pursuant to the Executive
Contract, Mr. Assi’s fixed remuneration will be AUD 775,000 per annum, less tax, exclusive of “superannuation contributions” to be made to his superannuation fund (Australia’s compulsory retirement savings system). Beginning in fiscal 2027, Mr.
Assi is eligible for an annual discretionary bonus of up to 60% of his fixed remuneration (the “Target Bonus”), subject to the achievement of performance targets determined by the Board or the Compensation Committee, as applicable. For fiscal 2026,
Mr. Assi will remain eligible to receive the bonus under the terms of his existing bonus program for his prior role as Chief Executive Officer of Envato.
The Company will grant Mr. Assi two awards of restricted stock units (“RSUs”) with an aggregate target dollar value of $1.5 million,
consisting of (i) a first award with a target dollar value of $625,000 (the “First RSU Award”), with the number of RSUs determined by dividing the target value by the average closing price of the Company’s common stock over the 30 trading days
ending on the trading day immediately prior to the grant date, rounded down to the nearest whole share, and vesting ratably over three years (33.3% on each of the first and second anniversaries of the grant date and 33.4% on the third anniversary),
subject to Mr. Assi’s continued service; and (ii) a second award with a target dollar value of $875,000 (the “Second RSU Award” and, together with the First RSU Award, the “RSU Awards”), expected to be granted in the first half of fiscal 2027 at
the time the Company grants equity awards to its other executive officers, with the number of RSUs determined by dividing the target value by the higher of (x) the average of the Company’s common stock over the 30 trading days ending on the trading
day immediately prior to the second grant date, and (y) the share value used for the First RSU Award. The vesting terms of the Second RSU Award will be determined at that time consistent with awards to other executive officers, subject to further
approval of the Board or the Compensation Committee. The RSU Awards will be granted under the Company’s Amended and Restated 2022 Omnibus Incentive Plan and pursuant to the Company’s form of restricted stock unit agreement.
The Executive Contract provides that Mr. Assi’s employment may be terminated by Envato at any time with 24 weeks’ prior written
notice. Upon a termination by Envato for any reason (other than where Mr. Assi is summarily dismissed), due to Mr. Assi’s death or permanent incapacity, or by Mr. Assi for “good reason” (as defined in the Executive Contract) and in each case, where
there are no circumstances that would entitle Envato to terminate without notice or payment in lieu of notice, then Mr. Assi will be eligible to receive 28 weeks of continued salary payments, a pro-rated annual bonus for the year of termination
based on actual performance, and 12 months of additional vesting of any unvested equity awards held as of the termination date. Upon a termination by Envato (other than where Mr. Assi is summarily dismissed), due to Mr. Assi’s death or permanent
incapacity, or by Mr. Asssi for good reason, in each case, where there are no circumstances that would entitle Envato to terminate without notice or payment in lieu of notice and within 12 months following a “change in control” (as defined in the
Executive Contract), Mr. Assi will be eligible to receive a lump sum payment equal to 28 weeks of salary payments, 100% of his target bonus for the year of termination, and full accelerated vesting of any then outstanding equity awards. Receipt of
any of the foregoing severance benefits is subject to the execution of a release of claims in a form reasonably satisfactory to Envato and the Company.
The foregoing description of the Executive Contract is qualified entirely by the full text of the Executive Contract which is
attached hereto as Exhibit 10.2 and is incorporated by reference.
Mr. Assi, age 49, is the Chief Executive Officer of Envato, a leading global creative platform, which the Company acquired in 2024.
Prior to joining Envato in October 2020, Mr. Assi served for a decade in various roles at HotelsCombined, a global travel accommodation and search aggregation platform, including as Chief Executive Officer from January 2016 until August 2020. While
at HotelsCombined, Mr. Assi lead the company from a startup to an internationally recognized brand before its acquisition by Bookings Holdings. Prior to that, he spent six years at OctopusTravel.com, where he held various roles including General
Manager of Australia and New Zealand and Head of Online Marketing for the Asia-Pacific region. Mr. Assi received his bachelor’s degree in English Literature from Aleppo University and received his Master of Science in eCommerce from the University
of London.
There are no arrangements or understandings between Mr. Assi and any other person pursuant to which he was appointed as President
and Chief Operating Officer. Mr. Assi does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Mr. Assi does not have any family relationships with any
director or executive officer of the Company.