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1.	to elect the two nominees for director named in this proxy statement, each to serve as a Class I director for a three‑year term expiring at the 2019 Annual Meeting of Stockholders;

2.	to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

3.	to approve an amendment and restatement of the 2012 Omnibus Equity Incentive Plan;

4.	to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

5.	to transact such other business that is properly presented at the 2016 Annual Meeting and any adjournments or postponements thereof.

•	Vote over the Internet, by going to www.cesvote.com (have your Notice or proxy card in hand when you access the website);

•	Vote by Telephone, by calling the toll-free number 1 (888) 693-8683 (have your Notice or proxy card in hand when you call);

•	Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

•	Vote in person at the 2016 Annual Meeting.

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Q:	Why am I receiving these materials?

A:

The Board has made these materials available to you on the Internet, or, upon your request, has delivered printed or emailed electronic proxy materials to you, in connection with the solicitation of proxies for use at the 2016 Annual Meeting, which will take place on Tuesday, June 7, 2016 at 10:00 a.m., local time, at our principal executive offices located at 350 Fifth Avenue, 21st Floor, New York, New York 10118. As a holder of our common stock on April 20, 2016, you are invited to attend the 2016 Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

Q:	What is included in the proxy materials?

A:	The proxy materials include:

•	this proxy statement for the 2016 Annual Meeting;

•	the 2015 Annual Report; and

•	the proxy card or a voting instruction form for the 2016 Annual Meeting.

Q:	Who is soliciting my proxy?

A:	The Board is sending you this proxy statement in connection with the Board’s solicitation of proxies for use at the 2016 Annual Meeting. Certain of our directors, officers and employees also may solicit proxies on the Board’s behalf by mail, telephone, email, fax or in person.

Q:	Who is paying for this solicitation?

A:	We will pay for the solicitation of proxies. Our directors, officers and employees will not receive additional remuneration. We will reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses to forward our proxy materials to the beneficial owners of our common stock in accordance with applicable rules.

Q:	What am I voting on?

A:	You will be voting on four proposals. Proposal One is to elect each of Jonathan Oringer and Jeffrey Lieberman to the Board, each to serve as a Class I director for a three‑year term ending at the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”).

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Q:	Who can vote?

A:	Only our stockholders of record at the close of business on April 20, 2016, the Record Date, may vote. Each share of our common stock outstanding on that date is entitled to one vote on all matters to come before the 2016 Annual Meeting.

Q:	Why did I receive a one‑page notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

A:

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 2015 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

Q:	How can I access the proxy materials over the Internet?

A:	The Notice, proxy card or voting instruction form you receive will contain instructions on how to:

•	view our proxy materials for the 2016 Annual Meeting on the Internet and vote your shares; and

•	instruct us to send our future proxy materials to you either by mail or electronically by email.

Q:	What is the difference between a stockholder of record and a “street name” holder?

A:	If your shares are registered directly in your name with American Stock Transfer & Trust Company, our stock transfer agent, you are considered the stockholder of record for those shares.

Q:	How do I vote and how do I revoke my proxy?

A:

If you hold your shares in your own name as a stockholder of record, you may vote your shares either in person at the meeting or by proxy. To vote in person, please bring a form of identification, such as a valid driver’s license or passport, and proof that you were a stockholder as of April 20, 2016, and we will give you a ballot when you arrive. To vote by proxy, please vote in one of the following ways:

•	Via the Internet. You may vote through the Internet by following the instructions provided in the Notice, proxy card or voting instruction form.

•	By Telephone. Stockholders located in the United States may vote by calling the toll‑free number provided in the Notice, proxy card or voting instruction form.

•	By Mail. If you requested and received printed copies of your proxy materials by mail, you may vote by mail by marking, dating, signing and mailing the proxy card in the envelope provided.

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Q:	What is the deadline for submitting a proxy?

A:	Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day. In order to be counted, proxies submitted by telephone or the Internet must be received by 11:59 p.m. Eastern Time on June 6, 2016. Proxies submitted by mail must be received prior to the start of the 2016 Annual Meeting.

Q:	What constitutes a quorum?

A:

On the Record Date, we had 35,042,285 shares of common stock, $0.01 par value per share, outstanding. Voting can take place at the 2016 Annual Meeting only if stockholders owning a majority of the issued and outstanding stock entitled to vote at the 2016 Annual Meeting are present in person or represented by proxy. Abstentions and broker non-votes, as described below, are counted for the purpose of determining a quorum.

Q:	What are abstentions and broker non‑votes and how do they affect voting?

A:	Abstentions ‑ If you specify that you wish to “abstain” from voting on an item, your shares will not be voted on that particular item.

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Q:	What vote is needed?

A:

For Proposal One, the two nominees receiving the highest number of votes of the shares present in person or represented by proxy at the 2016 Annual Meeting and entitled to vote on Proposal One will be elected as directors. As a result, if you withhold your authority to vote for any nominee, your vote will not affect the outcome of the election. In no case may stockholders cumulate votes for the election of directors.

Q:	What happens if a director receives a plurality, but not a majority, of votes cast at the 2016 Annual Meeting?

A:

In an uncontested election, if a nominee for director who is an incumbent director is elected by a plurality of the votes cast but does not receive the vote of at least the majority of the votes cast (i.e., the number of shares voted “for” a director’s election does not exceed 50% of the total number of votes cast with respect to that director’s election, including votes to withhold authority), the director is deemed elected.

Q:	May I propose actions for consideration at next year’s Annual Meeting of Stockholders or nominate individuals to serve as directors?

A:

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our amended and restated bylaws, as applicable. In order for a stockholder proposal to be included in our proxy statement and form of proxy relating to the meeting for our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) pursuant to Rule 14a‑8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposal must be received by us no later than December 29, 2016. In addition, under our amended and restated bylaws, any proposal for consideration at our 2017 Annual Meeting submitted by a stockholder other than pursuant to Rule 14a‑8 will be considered timely if it is received by Shutterstock’s Secretary at our principal executive offices between the start of business on February 7, 2017 and the close of business on March 9, 2017, and is otherwise in compliance with the requirements set forth in our amended and restated bylaws. If the date of the 2017 Annual Meeting is more than 30 days before or after June 7, 2017 (the one-year anniversary of our 2016 Annual Meeting), notice by the stockholder must be received not later than the close of business on the later of the 90th day prior to the 2017 Annual Meeting or the 10th day following the date on which public announcement of the date of the 2017 Annual Meeting is first made by Shutterstock. We will disclose any new deadline by which stockholder proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by a means reasonably determined to inform stockholders.

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Q:	Can I vote on other matters?

A:

We do not expect any matters other than those listed in this proxy statement to come before the 2016 Annual Meeting. If any other matter is presented, your proxy gives the individuals named as proxyholders the authority to vote your shares to the extent authorized by Rule 14a‑4(c) under the Exchange Act, which includes matters that the proxyholders did not know were to be presented at the 2016 Annual Meeting.

Q:	How does the Board select nominees for the Board?

A:

The Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by stockholders, in addition to those suggested by other Board members and members of our management. The Nominating and Corporate Governance Committee considers and evaluates each properly submitted potential candidate for director in an effort to achieve a balance of skills and characteristics on the Board, as well as to ensure that the composition of the Board at all times adheres to the independence requirements applicable to NYSE‑listed companies and other regulatory requirements applicable to us. Please refer to Proposal One-Election of Directors and our Corporate Governance Guidelines for additional details on our policy, process and membership criteria. A stockholder may recommend potential candidates for director by notifying our Secretary at Shutterstock, Inc., 350 Fifth Avenue, 21st Floor, New York, New York 10118.

Q:	How may I communicate with the Board?

A:

Stockholders and other interested parties may communicate directly with the Board, with any director, including our Presiding Director, or with the independent directors as a group or any other group of directors by writing to our Secretary at Shutterstock, Inc., 350 Fifth Avenue, 21st Floor, New York, New York 10118, with a request to forward the communication to the intended recipient or recipients. Messages received with such a request will be forwarded to the appropriate director or directors.

Q:	When and where is the 2016 Annual Meeting being held?

A:	The 2016 Annual Meeting will be held on Tuesday, June 7, 2016 at 10:00 a.m., local time, at the principal executive offices of Shutterstock, Inc. at 350 Fifth Avenue, 21st Floor, New York, New York 10118. If you need directions to the 2016 Annual Meeting so that you may attend or vote in person, you may contact our Investor Relations department at IR@Shutterstock.com.

Q:	How can I find the results of the 2016 Annual Meeting?

A:

Preliminary results will be announced at the 2016 Annual Meeting. Final results also will be published in a current report on Form 8‑K to be filed with the SEC within four business days after the 2016 Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8‑K and will provide the final results in an amendment to the Form 8‑K as soon as they become available.

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•	the Board has adopted clear corporate governance policies articulated in our Corporate Governance Guidelines, which includes basic director duties and responsibilities. Our Corporate Governance Guidelines can be found through the “Corporate Governance” link on the Investor Relations page on our website at www.shutterstock.com.

•	a majority of our Board members are independent of the Company and our management. The definition of “independent” is included in our Corporate Governance Guidelines, which can be found through the “Corporate Governance” link on the Investor Relations page on our website at www.shutterstock.com.

•	all members of our standing Board committees - the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee - are independent.

•

the Board has adopted a Code of Business Conduct and Ethics applicable to all of our employees, including our executive officers and senior financial officers, and to our directors. Our Code of Business Conduct and Ethics requires, among other things, that all of our directors, officers and employees comply with all laws, avoid conflicts of interest, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Our Code of Business Conduct and Ethics can be found through the “Corporate Governance” link on the Investor Relations page on our website at www.shutterstock.com.

•	we have a hotline for employees to report concerns regarding ethics and financial matters, including accounting, internal controls and audit concerns, and the Audit Committee has established procedures for anonymous submission of these matters.

•

the Board has adopted a policy regarding conflicts of interest and “related‑person transactions” under which all potential conflicts of interest and related‑person transactions must be reviewed and pre‑approved by the Audit Committee. The Audit Committee has determined that certain categories of transactions are pre‑approved under this policy. Please refer to the discussion under “Certain Relationships and Related Transactions” for more information on this policy and the related procedures.

•	the Board conducts a periodic self‑assessment on its effectiveness and the effectiveness of each of its committees.

•	directors are encouraged to attend all stockholder meetings. Four of our six directors serving at that time attended our 2015 Annual Meeting of Stockholders.

•

the annual cycle of agenda items for Board and committee meetings reflects Board and committee requests and changing business and legal issues. The Board receives regularly scheduled presentations from our finance and legal departments and major business units and operations. The Board’s and committees’ annual agenda includes, among other items, our long‑term strategic plans, periodic reports on progress against long‑term strategic plans, emerging and disruptive technologies, potential acquisition or investment targets, review of risks relevant to our business, capital projects, and evaluation of the performance of our Chief Executive Officer.

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•	appointing, approving the compensation of, and assessing the independence of the our independent registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

•	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	coordinating the Board’s oversight of our internal control over financial reporting, disclosure controls and procedures, and code of business conduct and ethics;

•	overseeing our internal audit function;

•	discussing our risk management policies;

•	establishing procedures for the receipt and retention of accounting related complaints and concerns;

•	meeting independently with our senior internal audit executive, our independent registered public accounting firm, and management;

•	reviewing and approving or ratifying any related person transactions; and

•	preparing the audit committee report required by SEC rules.

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•	an amendment to limit the maximum aggregate value of awards granted under the Amended and Restated 2012 Plan (based on their grant date fair value for financial reporting purposes) and cash payable to any individual non-employee director in any fiscal year to $750,000, subject to exceptions for extraordinary circumstances;

•	an amendment to require that, unless otherwise provided in the applicable award agreement, no dividends or dividend equivalents be paid with respect to awards of restricted stock or restricted stock units, as applicable, unless and until the underlying award vests;

•	an amendment to provide that any awards made under the Amended and Restated 2012 Plan following its approval by our stockholders will be subject to any clawback policy that the Company may adopt in the future;

•

an amendment to permit us, in connection with our acquisition of another entity (or the property or stock of another entity) to make awards under the Amended and Restated 2012 Plan in substitution for outstanding equity awards granted by such entity (or an affiliate of such entity) on terms the Board deems appropriate, notwithstanding the sublimits or any other limitations on awards contained in the Amended and Restated 2012, and which substitute awards would not count against the Amended and Restated 2012 Plan’s overall share limit, except, in the case of incentive stock options, as required by the Internal Revenue Code; and

•

for purposes of Section 162(m) of the Internal Revenue Code, (i) confirming the existing per participant limits on the number of shares that may be made subject to awards and the dollar value of performance unit or performance share awards granted under the Amended and Restated 2012 Plan per fiscal year and (ii) amending existing and add new performance criteria and new potential adjustments to performance criteria, upon which performance goals may be based with respect to performance awards granted under the Amended and Restated 2012 Plan.

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•	net sales;

•	non-sales revenue;

•	operating income;

•	income or earnings including operating income;

•	income or earnings before taxes, interest, depreciation and/or amortization;

•	income or earnings from continuing operations;

•	effective tax rate

•	cash taxes

•	net income;

•	pre-tax income or after-tax income;

•	net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements;

•	financing or capital transactions;

•	project financing;

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•	revenue backlog;

•	gross margin;

•	operating margin or profit margin;

•	capital expenditures, cost targets, and expense management;

•	return on assets (gross or net), return on investment, return on capital, or return on shareholder equity;

•	cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;

•	performance warranty and/or guarantee claims;

•	stock price or total stockholder return;

•	earnings or book value per share (basic or diluted);

•	economic value created;

•	pre-tax profit or after-tax profit;

•	strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, objective customer satisfaction or information technology goals;

•	objective goals relating to divestitures, joint ventures, mergers, acquisitions and similar transactions;

•	construction projects consisting of one or more objectives based upon meeting project completion timing milestones, project budget, site acquisition, site development, or site equipment functionality;

•	objective goals relating to staff management, results from staff attitude and/or opinion surveys, staff satisfaction scores, staff safety, staff accident and/or injury rates, headcount, performance management, completion of critical staff training initiatives;

•	objective goals relating to projects, including project completion timing milestones, project budget;

•	key regulatory objectives; and

•	enterprise resource planning.

•	extraordinary items;

•	gains or losses on the dispositions of discontinued operations;

•	the cumulative effects of changes in accounting principles;

•	the writedown of any asset;

•	fluctuation in foreign currency exchange rates;

•	charges for restructuring and rationalization programs; and

•	unusual and/or infrequent events impacting Company performance.

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•	Options and stock appreciation rights - no employee shall be granted within any fiscal year one or more options or stock appreciation rights, which in the aggregate cover more than 500,000 shares; provided, however, that in connection with an employee's initial fiscal year of service as an employee, an employee's aggregate limit may be increased by 1,000,000 shares;

•	Restricted stock and restricted stock units - no employee shall be granted within any fiscal year one or more awards of restricted stock or restricted stock units, which in the aggregate cover more than 500,000 shares; provided, however, that in connection with an employee's initial fiscal year of service as an employee, an employee's aggregate limit may be increased by 1,000,000 shares; and

•

Performance units and performance shares - no employee shall be granted within any fiscal year one or more performance units or performance shares having a grant date value (assuming maximum payout) greater than $2,000,000 or covering more than 500,000 shares, whichever is greater; provided, however, that in connection with an employee's initial fiscal year of service as an employee, an employee may be granted performance units or performance shares having a grant date value (assuming maximum payout) of up to an additional amount equal $5,000,000 or covering up to 1,000,000 shares, whichever is greater. No individual may be granted more than one award of performance units or performance shares for a performance period.

•

Limit applicable to non-employee directors - the maximum aggregate value (calculated, for Awards granted under the Amended and Restated 2012 Plan, based on the grant date fair value for financial reporting purposes) of all compensation granted or paid, as applicable, in any fiscal year, including Awards and cash compensation, to any individual non-employee director may not exceed $750,000; provided, however, that our Board may make exceptions to this limit for any non-employee director in extraordinary circumstances, as the Board may determine in its sole discretion, provided that the non-employee director who is granted or paid such additional compensation may not participate in the decision to grant or pay such additional compensation.

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•	1,500,000 shares of our common stock;

•	3% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year; and

•	such other amount as the Board may determine.

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(1)	Includes 20,000 options granted to Mr. Berns in connection with his service on our Board and prior to his resignation from the Board in contemplation of his appointment as the Company's Chief Financial Officer.

(2)	Includes 4,321 RSUs granted to Mr. Berns in connection with his service on our Board and prior to his resignation from the Board in contemplation of his appointment as the Company's Chief Financial Officer.

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*	Represents beneficial ownership of less than 1%.

(1)	Consists of 1,993 shares of common stock and 15,000 shares issuable upon exercise of outstanding options exercisable at or within 60 days of March 31, 2016.

(2)	Consists of 7,873 shares of common stock and 20,000 shares issuable upon exercise of outstanding options exercisable at or within 60 days of March 31, 2016.

(3)	Consists of 1,993 shares of common stock and 20,000 shares issuable upon exercise of outstanding options exercisable at or within 60 days of March 31, 2016.

(4)	Includes 2,423 shares held by ML & JL Holdings, LLC, of which Mr. Lieberman is a managing member.

(5)	Mr. Bixby resigned as our Chief Financial Officer effective as of the close of business on September 20, 2015. Mr. Bixby's ownership consists of 152,085 shares issuable upon exercise of outstanding options.

(6)	Ms. Gokhale resigned as our Chief Marketing Officer effective as of the close of business on November 13, 2015. Ms. Gokhale's ownership is as of the date of her resignation.

(7)	See footnotes (1) through (4). Excludes securities beneficially owned by each of Messrs. Bixby and Phelan and Ms. Gokhale, who are no longer employed by us.

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(8)

This information is based on Amendment No. 2 to Schedule 13G filed by T. Rowe Price Associates, Inc. and certain of its affiliates (“T. Rowe Price”) with the SEC on February 11, 2016, which reported ownership as of December 31, 2015. Of the 4,089,389 shares of our common stock deemed beneficially owned, T. Rowe Price reported sole voting power as to 790,600 shares and sole dispositive power as to all 4,089,389 shares. These securities are owned by various individuals and institutional investors, including T. Rowe New Horizons Fund, Inc. (which owns 3,292,189 shares), for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of T. Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202.

(9)

This information is based on Amendment No. 1 to Schedule 13G filed by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson”) with the SEC on March 10, 2016, which reported ownership as of February 29, 2016. Of the 3,629,572 shares of our common stock deemed beneficially owned, Kayne Anderson reported sole voting and dispositive power as to 2,881,352 shares and shared voting and dispositive power as to 748,220 shares. The address of Kayne Anderson is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.

(10)

This information is based solely on a Schedule 13G filed by Jackson Square Partners, LLC (“Jackson Square”) with the SEC on February 16, 2016, which reported ownership as of December 31, 2015. Of the 2,572,743 shares of our common stock deemed beneficially owned, Jackson Square reported sole voting power as to 514,498 shares and sole dispositive power as to all 2,572,743 shares. The address of Jackson Square is 101 California Street, Suite 3750, San Francisco, CA 94111.

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

•	Steven Berns, our Chief Financial Officer;

•	Catherine Ulrich, our Chief Product Officer;

•	Anshu Aggarwal, our Chief Technology Officer;

•	Peter Phelan, our former Chief People Officer;

•	Timothy Bixby, our former Chief Financial Officer; and

•	Aditi Gokhale, our former Chief Marketing Officer.

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•	Increased revenue - revenue of $425.1 million in 2015, compared to $328.0 million in 2014, which represents growth of 30% year over year.

•	Growth in EBITDA - adjusted EBITDA of $84.7 million in 2015, compared to $71.1 million in 2014, which reflects growth of 19% year over year.

•	Increased free cash flow - free cash flow of $68.3 million in 2015, compared to $64.2 million in 2014.

•

Successful completion of strategic transactions and continued evolution of product offerings - since our inception, we have continuously evolved our product offerings both organically and inorganically. For instance, in 2015, we completed the acquisition of Rex Features (Holdings) Limited, the largest independently owned photographic press agency in Europe, and the acquisition of substantially all of the assets and certain liabilities of Arbour Interactive Inc., doing business as PremiumBeat, a leading provider of exclusive, high‑quality music and sound effects for use in videos, films, television, applications, games, and other creative projects. In addition, we have recently expanded our editorial product offering by entering into transactions with Penske Media Corporation and the Associated Press.

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•	Market leadership - announced as of December 31, 2015 that we had (a) surpassed 70 million royalty free images in the Shutterstock collection, (b) surpassed 3.5 million video clips in our collection and (c) amassed approximately 1.4 million customers that contributed to revenue in 2015.

(1)

The Company’s fiscal year end is December 31. Except as described below, all financial results of Shutterstock included in this proxy statement are presented in accordance with U.S. generally accepted accounting principles, or GAAP. For additional information regarding our financial results, please see our 2015 Form 10-K, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Adjusted EBITDA as used in this report is a non-GAAP financial measure that excludes certain items from GAAP net income. Free cash flow as used in this report is a non-GAAP financial measure that allows for certain adjustments to GAAP cash provided by (used in) operating activities. For more information on our presentation and calculation of adjusted EBITDA and free cash flow, as well as a reconciliation of adjusted EBITDA to GAAP net income and free cash flow to cash provided by (used in) operating activities, see “Item 6. Selected Financial Data-Non-GAAP Financial Measures and Key Operating Metrics” in our 2015 Form 10-K.

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•	attract, motivate and retain qualified executives to support growth expectations;

•	provide compensation that is competitive with the market to attract and retain employees while remaining internally equitable and fair;

•	ensure our executive compensation program and actual payouts are aligned with financial performance and strategic business goals;

•	ensure a substantial portion of each executive’s total compensation is at‑risk and varies based on Company and individual performance; and

•	align the executive compensation program with both short‑term and long‑term stockholder interests.

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•	launched our new Premier Music, Editorial and Shutterstock Editor products;

•	changed the trajectory of our web-based image subscription offering;

•	successfully developed and implemented a strategy to improve and upgrade our technology platform; and

•	led the organization through leadership changes.

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(1)

Amounts reflect the aggregate grant date fair value computed in accordance with ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 10 to our audited consolidated financial statements included in our 2015 Form 10‑K. See also our discussion in our 2015 Form 10‑K of equity‑based compensation under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates-Equity‑Based Compensation.”

(2)

Represents amounts earned pursuant to our Short‑Term Incentive Plan for services in 2015, 2014 and 2013, which amounts were paid in 2016, 2015 and 2014, respectively. All of our named executive officers, other than Mr. Oringer, are generally eligible to receive cash bonuses under our Short‑Term Incentive Plan, which individual bonus amounts are based on a formula determined by taking each person’s annual base compensation, multiplied by a target bonus percentage, multiplied by such person’s individual performance score expressed as a percentage, multiplied by the Company’s performance score expressed as a percentage. See “2015 Annual Incentive Compensation for Other Named Executive Officers” for further information on our Short Term Incentive Plan.

(3)	Except as otherwise noted, comprised of a Company match of 401(k) plan contributions paid in 2016, 2015 and 2014 for 2015, 2014 and 2013, respectively.

(4)	Consists of a group term life insurance premium paid by the Company.

(5)	This amount reflects the actual salary paid to Mr. Oringer during 2014 taking into account the reduction of his annual base salary to $1 per year, effective as of April 24, 2014.

(6)	Mr. Berns’ employment as our Chief Financial Officer commenced on September 21, 2015. Prior to joining the Company as Chief Financial Officer, Mr. Berns was a member of our Board.

(7)	The 2015 amount for Mr. Berns was paid in 2016 and was a guaranteed minimum bonus award made outside of our Short-Term Incentive Plan, as set forth in the table above, in accordance with the terms of the employment agreement we entered into with Mr. Berns in August 2015.

(8)	Consists of $43,555 of cash payments paid and $146,570 of stock awards in the form of RSUs awarded to Mr. Berns in connection with his service on our Board prior to his appointment as our Chief Financial Officer in September 2015.

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(9)

The 2015 amount for Ms. Ulrich was paid in 2016 and calculated based on her target bonus amount (as a percentage of base salary) of 50%. The actual 2015 performance‑based bonus amount paid to Ms. Ulrich reflects achievement of 68% of our corporate objectives, and achievement of 100% of Ms. Ulrich’s individual performance objectives. The Compensation Committee then exercised upward discretion to increase Ms. Ulrich's bonus amount.

(10)	Mr. Aggarwal’s employment as our Chief Technology Officer commenced on October 19, 2015.

(11)	Mr. Phelan’s employment as our Chief People Officer commenced on November 30, 2015 and ended on March 25, 2016.

(12)	Mr. Bixby resigned as Chief Financial Officer effective as of the close of business on September 20, 2015 but remained an employee until the close of business on November 9, 2015.

(13)	In connection with Mr. Bixby’s resignation as Chief Financial Officer, certain of Mr. Bixby’s stock awards granted in 2015 became subject to accelerated vesting. For additional information on the treatment of Mr. Bixby’s equity awards, please see the discussion below under the section entitled “Potential Payments Upon Termination or Change in Control.”

(14)	Mr. Bixby’s other compensation includes an aggregate of $368,177 in severance, pro-rata bonus and COBRA reimbursement received in connection with his resignation. See the discussion below under the section entitled “Potential Payments Upon Termination or Change in Control” for additional information on the payment of severance to Mr. Bixby.

(15)	The 2014 amount for Mr. Bixby was paid in 2015 and calculated based on his target bonus amount (as a percentage of base salary) of 68%. The actual 2014 performance‑based bonus amount paid to Mr. Bixby reflects achievement of 97% of our corporate objectives and achievement of 100% of Mr. Bixby’s individual performance objectives.

(16)	The 2013 amount for Mr. Bixby was paid in 2014 and calculated based on target bonus amount (as a percentage of base salary) of 68%. The actual 2013 performance‑based bonus amounts paid to Mr. Bixby reflect achievement of 110% of our corporate objectives and 110% of each of Mr. Bixby’s individual performance objectives.

(17)	Ms. Gokhale resigned as our Chief Marketing Officer effective as of the close of business on November 13, 2015.

(18)	Ms. Gokhale was awarded 42,000 RSUs in 2015, none of which had vested and all of which were forfeited as of her resignation date. Amounts reported represent the grant date fair value computed in accordance with ASC Topic 718.

(19)	Ms. Gokhale’s other compensation includes an aggregate of $157,941 in severance, accrued but unpaid PTO and COBRA reimbursement received in connection with her resignation. See discussion below under the section entitled “Potential Payments Upon Termination or Change in Control” for additional information on payments made to Ms. Gokhale in connection with her resignation.

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(1)	Represents an RSU award granted to the named executive officer.

(2)

Amounts reflect the aggregate grant date fair value computed in accordance with ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 10 to our audited consolidated financial statements included in our 2015 Form 10-K. See also our discussion in our 2015 Form 10‑K of equity‑based compensation under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates-Equity‑Based Compensation.”

(3)	Mr. Berns was granted 2,328 RSUs in connection with his service on our Board and prior to his appointment as our Chief Financial Officer under our non‑employee director compensation policy. These RSUs are scheduled to vest in full on the earlier of (i) June 11, 2016 and (ii) the date immediately preceding the date of our 2016 Annual Meeting.

(4)	These RSUs are scheduled to vest in four equal annual installments beginning October 1, 2016.

(5)

Represents possible payout pursuant to the 2015 Short Term Incentive Program. Ms. Ulrich’s 2015 performance based target bonus amount (as a percentage of annual base salary) was 50%. Ms. Ulrich’s bonus approved for 2015 did not contain any threshold or maximum value. For a more detailed discussion of Ms. Ulrich’s 2015 performance based target bonus amounts, see the section above titled “2015 Annual Incentive Compensation for Other Named Executive Officers.”

(6)	These RSUs are scheduled to vest in three equal annual installments beginning January 12, 2016.

(7)	These RSUs are scheduled to vest in four equal annual installments beginning January 12, 2016.

(8)	This option is scheduled to vest in six equal annual installments beginning October 1, 2016.

(9)	These RSUs are scheduled to vest in four equal annual installments beginning November 2, 2016.

(10)	This option is scheduled to vest in four equal annual installments beginning November 2, 2016.

(11)	These RSUs were scheduled to vest in four equal annual installments beginning December 1, 2016. As a result of Mr. Phelan’s separation from the Company on March 25, 2016, these RSUs have been forfeited.

(12)	The option was scheduled to vest in four equal annual installments beginning December 1, 2016. As a result of Mr. Phelan’s separation from the Company on March 25, 2016, this option has been forfeited.

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(13)

Represents possible payout pursuant to the 2015 Short‑Term Incentive Program. Mr. Bixby’s 2015 performance‑based target bonus amount (as a percentage of annual base salary) was 68%. Mr. Bixby’s bonus approved for 2015 did not contain any threshold or maximum value. For a more detailed discussion of Mr. Bixby’s 2015 performance‑based target bonus amounts, see the section above titled “2015 Annual Incentive Compensation for Other Named Executive Officers.”

(14)	These RSUs were scheduled to vest in three equal annual installments beginning March 4, 2016. As a result of Mr. Bixby's resignation, Mr. Bixby automatically vested in 6,600 of these RSUs on November 9, 2015.

(15)	These RSUs were scheduled to vest in three equal annual installments beginning April 13, 2016. As a result of Ms. Gokhale's resignation, these RSUs have been forfeited.

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(1)	Assumes a price per share of our common stock of $32.34, which represents the closing price per share of our common stock on the NYSE on December 31, 2015.

(2)

Mr. Oringer received a grant of 500,000 stock options on April 24, 2014, which is scheduled to vest in full on the fifth anniversary of the date of grant; provided, however, that the option will not be exercisable, in whole or part, unless and until the average closing price for our common stock equals or exceeds $161.88 during any 90 consecutive calendar day period occurring between the five year anniversary of the date of grant and the earlier of Mr. Oringer’s termination of service with the Company or April 23, 2024 (the expiration date of the stock options), inclusive.

(3)

Mr. Oringer received a grant of 100,000 RSUs on April 24, 2014, which is scheduled to vest upon the satisfaction of both of the following requirements: (x) his continued service until the five year anniversary of the date of grant and (y) the average closing price for the Company’s common stock equals or exceeds $161.88 during any 90 consecutive calendar day period occurring between the five year anniversary of the date of grant and the earlier of Mr. Oringer’s termination of service with the Company or April 23, 2024, inclusive.

(4)	The option, granted in connection with Mr. Berns’ service on our Board, vested as to 25% of the shares on March 15, 2013, and is scheduled to vest as to 6.25% at the end of each quarterly period thereafter such that the option will be fully vested on March 15, 2017.

(5)	The RSU is scheduled to vest in full on the earlier of (i) June 11, 2016 and (ii) the date immediately preceding the date of our 2016 Annual Meeting.

(6)	The option is scheduled to vest in four equal annual installments beginning October 1, 2016.

(7)	The RSU is scheduled to vest in four equal annual installments beginning October 1, 2016.

(8)	The option is scheduled to vest in six equal annual installments beginning October 1, 2016.

(9)	The RSU is scheduled to vest in three equal annual installments beginning January 12, 2016.

(10)	The RSU is scheduled to vest in four equal annual installments beginning January 12, 2016.

(11)	The option is scheduled to vest in four equal annual installments beginning November 2, 2016.

(12)	The RSU is scheduled to vest in four equal annual installments beginning November 2, 2016.

(13)	The option was scheduled to vest in four equal annual installments beginning December 1, 2016. As a result of Mr. Phelan’s separation from the Company on March 25, 2016, this option has been forfeited.

(14)	The RSU was scheduled to vest in four equal annual installments beginning December 1, 2016. As a result of Mr. Phelan’s separation from the Company on March 25, 2016, this RSU has been forfeited.

(15)	Pursuant to the Severance and Release Agreement between the Company and Mr. Bixby, Mr. Bixby has until May 9, 2017 to exercise any outstanding options.

(16)	In connection with her resignation from the Company, Ms. Gokhale forfeited any outstanding, unvested RSUs.

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(1)	The amount shown in this column does not necessarily represent the actual value realized from the sale of the shares acquired upon exercise of options. The amount shown represents the difference between the option exercise price and the market price on the date of exercise, which is the amount that would have been realized if the shares had been sold immediately upon exercise.

(2)	The value realized is calculated by multiplying the number of vested shares or units by the closing price of our common stock on the NYSE on the applicable vesting date.

(3)	Represents vesting of RSUs received by Mr. Berns in connection with his prior service on our Board. Mr. Berns resigned from our Board on August 3, 2015 and became our Chief Financial Officer on September 21, 2015.

(4)	Includes 11,550 shares received by Mr. Bixby in connection with the accelerated vesting of a portion of his RSUs upon Mr. Bixby’s termination of service with the Company. See discussion below under the section entitled “Potential Payments Upon Termination or Change in Control” for additional information on Mr. Bixby’s severance.

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•	earned but unpaid salary;

•	benefits (including accrued vacation);

•	unreimbursed business expenses; and

•	the ability to exercise vested stock options for a limited period of time.

•	the tables do not include the value of vested but unexercised stock options and vested restricted stock units as of December 31, 2015;

•	benefit continuation expense was calculated using the Company’s costs for medical, dental, and life insurance coverage for each named executive officer as in effect on December 31, 2015, except where otherwise specified; and

•	performance equity that did not meet specific performance requirements was forfeited upon termination or would otherwise not reach the applicable performance hurdles during a specified period following termination of employment to the extent that any such performance restricted stock units could be earned during such period pursuant to a named executive officer’s employment agreement.

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(1)

Represents the value of unvested equity awards, based on the closing market price of our common stock of $32.34 per share on December 31, 2015, that would vest on an accelerated basis upon the occurrence of certain events. For Mr. Oringer, includes acceleration of vesting for performance-based RSUs assuming target performance was achieved on the assumed date of termination on December 31, 2015 and does not include any amount for acceleration of vesting of performance-based stock options because the exercise price of such stock options was greater than the closing market price of our common stock on December 31, 2015.

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•	severance in an amount equal to $400,000, paid in three equal installments with the last payment being made in the Company’s first regular payroll following the one-year anniversary of the Bixby Separation Date;

•	the payment to Mr. Bixby of $233,249, representing a pro-rated portion of his 2015 target bonus;

•	if Mr. Bixby elected, continuation coverage pursuant to COBRA, for himself and his eligible dependents for a period of up to twelve months;

•	effective as of the Bixby Separation Date, the vesting of all of Mr. Bixby’s unvested and outstanding equity awards that would have vested through the later of (x) October 2, 2016 and (y) the twelve month anniversary of the Bixby Separation Date;

•	a post‑termination exercise period for his outstanding vested options of approximately eighteen months following the Bixby Separation Date; and

•	outplacement services at a total cost to the Company not to exceed $5,000.

•	42,500 options with an exercise price of $15.00 from the 255,000 stock option award granted to Mr. Bixby on June 13, 2011;

•	8,333 options with an exercise price of $17.00 from the 50,000 stock option award granted to Mr. Bixby on December 20, 2011;

•	4,950 RSUs from the 15,000 RSU award granted to Mr. Bixby on March 13, 2014; and

•	6,600 RSUs from the 20,000 RSU award granted to Mr. Bixby on March 4, 2015.

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•	a cash payment in an amount equal to $275,000, paid in two equal installments with the last payment being made within fifteen days of the one-year anniversary of the Gokhale Separation Date;

•	continued coverage under COBRA for Ms. Gokhale and her eligible dependents for up to approximately twelve months following the Gokhale Separation Date; and

•	all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Ms. Gokhale under any Company‑provided plans, policies and arrangements.

•	a cash payment in an amount equal to $140,000, paid in equal monthly installments over a period of six months;

•	reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Phelan and his eligible dependents for up to approximately six months following his separation date; and

•	all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Mr. Phelan under any Company‑provided plans, policies and arrangements.

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•	the amounts involved exceeded or will exceed $120,000; and

•	a director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest,

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