Getty Images Holdings Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Patrick Maxwell, Jeffrey Titterton, and Thomas Walper as Class I directors to serve until the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Getty Images’ independent registered public accounting firm for fiscal year 2026.

3. 3

   Approval of Amendment to Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split

   ManagementBoard: FOR

   Approve an amendment authorizing the Board, during the following year, to effect a 1-for-5 to 1-for-20 reverse split of Class A common stock, select the exact ratio, and proportionately reduce authorized Class A shares, primarily to support continued NYSE listing compliance.

   More detail

   The proposal asks stockholders to approve a charter amendment permitting the Board to combine outstanding Class A shares at a ratio between 1-for-5 and 1-for-20. The Board would choose the exact ratio and decide whether and when to implement the split during a one-year authorization period. Authorized Class A shares would be reduced proportionately, although the Company’s aggregate authorized capital structure would otherwise remain substantially unchanged. Management states that the principal objective is to raise the trading price above the NYSE’s minimum bid-price requirement and preserve the Company’s exchange listing. Getty Images received an NYSE noncompliance notice on March 17, 2026 after its average closing price fell below $1 for 30 consecutive trading days. Management argues that continued NYSE listing supports liquidity, capital access, institutional interest, analyst coverage, and strategic flexibility. The filing cautions that the split may not produce a lasting proportional price increase and could reduce liquidity, create odd lots, or depress market capitalization. Holders of fewer shares than the selected ratio may receive cash instead of a fractional share and cease to be stockholders, though the Company says this effect is incidental and not a going-private transaction. The Board recommends voting FOR because it believes the flexible ratio is necessary to respond to market conditions and maximize the likelihood of maintaining the NYSE listing.

4. 4

   Approval of First Amendment to the 2022 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment increasing the Class A common stock reserve under the 2022 Equity Incentive Plan by 42,101,848 shares, for a total reserve of 46,157,996 shares before any reverse-split adjustment.

   More detail

   The proposal seeks approval of an amendment to add 42,101,848 Class A shares to the 2022 Equity Incentive Plan reserve. If approved, the total reserve for future awards would be 46,157,996 shares before any adjustment for a reverse stock split. The plan supports stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and cash awards. Management says only 4,056,148 shares remained available as of August 17, 2026 and expects the existing reserve to be exhausted before the 2027 annual meeting. The stated purpose is to attract, retain, and motivate employees, officers, directors, and consultants through equity-linked compensation. The Company expects the increased reserve to support approximately two years of grants. The requested increase would materially raise potential dilution, with disclosed overhang increasing from 8% to 18% assuming approval. The filing provides historical burn-rate information, including an average annual burn rate of 1.7% for 2023 through 2025, as context for the requested share pool. Awards remain subject to administrator discretion, existing plan terms, equitable adjustments, and clawback provisions, and the amendment changes no material plan term other than the share reserve. The Board recommends voting FOR because it considers continued equity capacity necessary to maintain incentive and retention programs aligned with stockholder value.

5. 5

   Approval of First Amendment to the 2022 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve an amendment increasing the Class A common stock reserve under the 2022 ESPP by 4,210,185 shares, for a total reserve of 4,873,446 shares before any reverse-split adjustment.

   More detail

   The proposal asks stockholders to approve an amendment adding 4,210,185 shares to the 2022 Employee Stock Purchase Plan reserve. Approval would raise the total reserve to 4,873,446 shares before any reverse-split adjustment. The ESPP permits eligible employees and certain service providers to buy Class A shares, generally through payroll deductions at a price no lower than 85% of the lesser of the offering-date or purchase-date fair market value. Management argues that participation gives employees an ownership stake and helps attract, retain, and motivate personnel. The Company expects the expanded reserve to support at least two years of participation based on historical usage, while acknowledging that future participation, hiring, and share prices could change that estimate. Only 663,261 shares remained available as of August 17, 2026, and the filing says approval may be needed to satisfy outstanding purchase rights in the current offering period. If the reserve is insufficient without approval, the Company expects to reduce those purchase rights pro rata. Historical purchases rose from 413,333 shares in 2023 to 1,656,315 shares in 2025, with 2025 dilution of approximately 0.4%. The proposed pool represents approximately 1.2% of outstanding Class A shares before any reverse split and does not materially change plan terms other than the share reserve. The Board recommends voting FOR because it views continued ESPP capacity as important to employee ownership, retention, and recruitment.

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When is the Getty Images Holdings Inc 2026 annual meeting?

Getty Images Holdings Inc (GETY) holds its 2026 annual shareholder meeting on Thursday, October 8, 2026.

What is the record date for the Getty Images Holdings Inc 2026 meeting?

The record date for the Getty Images Holdings Inc 2026 meeting is Monday, August 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Getty Images Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Getty Images Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Getty Images Holdings Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Getty Images Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.