{"url_path":"/sec/gety/8-k/2026-07-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001213900-26-080021-index.html","accession_number":"0001213900-26-080021","cik":"0001898496","ticker":"GETY","issuer_name":"Getty Images Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1898496/0001213900-26-080021-index.html","primary_entity_key":"0001898496","primary_entity_name":"Getty Images Holdings, Inc."},"word_count":480,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n*Appointment of Elizabeth Abrams and Thomas\nWalper to the Board of Directors and Elizabeth Abrams as a Member of the Audit Committee*\n\n \n\nOn July 20, 2026, upon the recommendation of its\nNominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Getty Images Holdings, Inc.\n(the “Company”) appointed Elizabeth Abrams and Thomas Walper as directors, effective July 20, 2026. Ms. Abrams will\nserve as a Class III director and will be nominated for re-election at the Company’s 2028 Annual Meeting of Shareholders. Mr. Walper\nwill serve as a Class I director and will be nominated for re-election at the Company’s next Annual Meeting of Shareholders.\n\n \n\nIn connection with her appointment to the Board,\nMs. Abrams was also appointed by the Board as a member of the Audit Committee of the Board (the “Audit Committee”),\neffective July 20, 2026. The Board has determined that Ms. Abrams satisfies the independence requirements of Rule 10A-3 under the Securities\nExchange Act of 1934, as amended, and the listing standards of the New York Stock Exchange for members of the Audit Committee. Mr. Walper\nwill not initially serve on any Board committees.\n\n \n\nIn connection with Ms. Abrams’ and Mr. Walper’s\nappointment to the Board, on July 20, 2026, the Company entered into independent director agreements with both Ms. Abrams and Mr. Walper.\nThe independent director agreements govern the terms of Ms. Abrams’ and Mr. Walper’s appointment and contain standard confidentiality\nand indemnification provisions. Pursuant to the terms of the independent director agreements, Ms. Abrams and Mr. Walper will be entitled\nto (i) a monthly fee of $50,000, payable in advance each month before the first day of each applicable period, and (ii) certain fees for\ndays on which Ms. Abrams or Mr. Walper devote more than four (4) hours of their time, outside of committee meetings or official Board\nmeetings. Ms. Abrams will also be entitled to an additional monthly fee of $10,000 for her service on the Audit Committee.\n\n \n\nThere are no arrangements or understandings between\nMs. Abrams or Mr. Walper and any other persons pursuant to which they were elected as directors. There are no transactions and no proposed\ntransactions between Ms. Abrams or Mr. Walper and the Company that would be required to be disclosed as related person transactions pursuant\nto Item 404(a) of Regulation S-K.\n\n \n\n*Resignation of Hilary Schneider from the Board of Directors, Audit\nCommittee and Compensation Committee*\n\n \n\nOn July 20, 2026, Hilary Schneider submitted her\nresignation as a member of the Board, the Audit Committee and the Compensation Committee of the Board, to be effective July 20, 2026,\nto focus on other professional commitments.\n\n \n\nMs. Schneider’s resignation is not due to\nany disagreement with the Company or any matter related to the Company’s operations, policies or practices."}