By Order of the Board of Directors,
		/s/ TIMOTHY E. BIXBY
		Timothy E. Bixby Laurie Harrison Vice President, General Counsel and Secretary

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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.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of the shares, and your shares are said to be held in "street“street name."” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank or other nominee how to vote their shares using the method described under "How“How do I vote and how do I revoke my proxy?"” below.

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:

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 are a stockholder as of April 17, 2014, and we will give you a ballot when you arrive. To vote by proxy, please vote in one of the following ways:

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

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By Telephone.  If you received your proxy materials or request printed copies by mail, stockholdersStockholders located in the United States may vote by calling the toll-freetoll‑free number found onprovided in the Notice, proxy card.card or voting instruction form.

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

Voting by proxy will not affect your right to vote your shares if you attend the 2016 Annual Meeting and want to vote in person—person; by voting in person you automatically revoke your proxy. You also may revoke your proxy at any time before the applicable voting deadline by givingsending our Secretary written notice of your revocation at Shutterstock, Inc., Attention: Secretary, 350 Fifth Avenue, 21^st Floor, New York, New York 10118, by submitting a later-datedlater‑dated proxy card or by voting again using the telephone or Internet (your latest telephone or Internet proxy is the one that will be counted).

If you vote by proxy, the individuals named as proxyholders will vote your shares as you instruct. If you vote your shares over the telephone, you must select a voting option ("For"(“For” or "Withhold"“Withhold” (for directors),each director nominee in Proposal One) and "For," "Against"“For,” “Against” or "Abstain"“Abstain” (for Proposal Two)Proposals Two, Three and Four)) in order for your proxy to be counted on that matter. If you validly vote your shares over the Internet or by mail but do not provide any voting instructions, the individuals named as proxyholders will vote your sharesFOR the election of each of the nominees for director, FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement, FOR approval of the amendment and restatement of our 2012 Plan, and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2014.2016.

If your shares are registered in street name, you must vote your shares in the manner prescribed by your broker, bank, or other nominee. In most instances, you can do this over the telephone or Internet, or if you have received or requestrequested a hard copy of the proxy statement and accompanying voting instruction form, you may mark, sign, date and mail your voting instruction form in the envelope your bank or broker provides. The Notice that was mailed to you has specific instructions for how to submit your vote and the deadline for doing so. If you would like to revoke your proxy, you must follow the bank, broker, or other nominee'snominee’s instructions on how to do so. If you wish to vote in person at the 2016 Annual Meeting, you must obtain and present at the 2016 Annual Meeting a legal proxy from the bank, broker or other nominee holding your shares.

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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 11, 2014. Proxies submitted by mail must be received prior to the start of the Annual Meeting.

Q:

What constitutes a quorum?

A:

On the record date, we had 35,197,284 shares of common stock, $0.01 par value per share, outstanding. Voting can take place at the Annual Meeting only if stockholders owning a majority of the issued and outstanding stock entitled to vote at the Annual Meeting are present in person or represented by proxy.

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. Abstentions are counted toward establishing a quorum and included in the shares entitled to vote on Proposal Two. On Proposal Two, abstentions have the effect of a vote against the proposal.

Broker Non-Votes ‑ —Under the New York Stock Exchange ("NYSE"(“NYSE”) rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote these shares on certain "routine"“routine” matters, including the ratification of the appointment of theour independent registered public accounting firm. However, on non-routine matters such as the election of directors, the advisory vote on the compensation of our named executive officers and approval of the amendment and restatement of our 2012 Plan, your broker must receive voting instructions from you, as it does not have discretionary voting power for thatthose particular item.items. So long as the broker has discretion to vote on at least one proposal, these "broker non-votes"“broker non-votes” are counted toward establishing a quorum. When voted on "routine"“routine” matters, broker non-votes are counted toward determining the outcome of that "routine"“routine” matter.

Q:

What vote is needed?Effect of Abstentions and Broker Non-Votes ‑

A:

For Proposal One, the election of directors, only votes “for” or “withheld” count. Neither abstentions nor broker non-votes will have any effect on the two nominees receivingoutcome of voting with respect to the highest numberelection of votesthe directors. Proposals other than for the election of directors shall be approved by the affirmative vote of the holders of a majority of the shares of our common stock present at the 2016 Annual Meeting, in person or represented by proxy, at the Annual Meeting and entitled to vote on Proposal Onethereon. Abstentions will be electedcounted towards the tabulation of votes cast on these proposals presented to stockholders and will have the same effect as directors. As a result, if you withhold your authority to vote for any nominee, your votenegative votes, whereas broker non-votes will not affect the outcomebe counted for purposes of the election. In no case may stockholders cumulate votes for the election of directors.

determining whether such a proposal has been approved.




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.

For Proposal Two, an affirmative vote of the majority of shares present in person or represented by proxy at the 2016 Annual Meeting and entitled to vote on Proposal Two is required to approve, on an advisory basis, the ratificationcompensation of our named executive officers.
For Proposal Three, an affirmative vote of the majority of shares present in person or represented by proxy at the 2016 Annual Meeting and entitled to vote on Proposal Three is required to approve the amendment and restatement of our 2012 Plan.
For Proposal Four, an affirmative vote of the majority of shares present in person or represented by proxy at the 2016 Annual Meeting and entitled to vote on Proposal Four is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Q:

What happens if a director receives a plurality, but not a majority, of votes cast at the 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.

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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 2015 Annual Meeting of Stockholders 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, 2014. In addition, under our amended and restated bylaws, any proposal for consideration at our Annual Meeting of stockholders to be held in 2015 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 close of business on February 12, 2015 and the close of business on March 14, 2015, and is otherwise in compliance with the requirements set forth in our amended and restated bylaws. If the date of the 2015 Annual Meeting is more than 30 days before or after such anniversary date, notice by the stockholder must be received not later than the close of business on the later of the ninetieth (90th) day prior to such Annual Meeting or the tenth (10th) day following the date on which public announcement of the date of the 2015

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.

Our amended and restated bylaws require that certain information and acknowledgments with respect to the proposal or the nominee, as applicable, and the stockholder making the proposal or the nomination be set forth in the notice. With regards to nominations for director forat our 20152017 Annual Meeting, of Stockholders, the notice must include all information about the nominee that must be disclosed in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including the nominee'snominee’s written consent to being named as a nominee and serving as a director) and a description of all material monetary agreements during the past three years and any other material relationships, between such stockholder and a beneficial owner on whose behalf the nomination is made and their affiliates and associates, or others acting in concert, on the one hand, and each proposed nominee, and his/her affiliates and associates, or others acting in concert, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 under Regulation S-KS‑K if the stockholder were a "registrant,"“registrant,” all as described in our amended and restated bylaws. The notice must also include certain additional information about and representations by the stockholder and/or the beneficial owner, all as detailed in our amended and restated bylaws. Our amended and restated bylaws have been publicly filed with the SEC and can also be found on our website at www.shutterstock.com in the Corporate Governance section of our investor relationsInvestor Relations webpage.

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 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 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

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Our Corporate Governance Guidelines do not indicate a particular Board structure, and the Board is given the flexibility to select its Chairman and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the positions of Chairman and the Chief Executive Officer may be filled by either one individual or two.two individuals. The Board has not separated the positions of Chairman of the Board and Chief Executive Officer. Both positions are currently held by Mr. Oringer. TheIn October 2014, the Board does not have a "Presiding Director." appointed Mr. Evans as our “Presiding Director” to preside over non‑management and executive sessions of the Board.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Jonathan Oringer

Jeff Epstein

ü

Thomas R. Evans

ü

Paul J. Hennessy

ü

ü

Jeffrey Lieberman

Total meetings in 2015

7

4

1

Committee Chairman

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Audit Fees. Audit fees consist of fees billed for professional services rendered for the annual audit of our consolidated financial statements presented in our annual report on Form 10-K,10‑K, review of the interim consolidated financial statements

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Section 16(a) Beneficial Ownership Reporting Compliance

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