重大事件即時報告 8-K 2026-07-21

Getty Images任命兩名新董事並委聘Guggenheim為財務顧問評估融資方案

AI 繁中摘要

📋 **申報類型：8-K**｜**公司：Getty Images Holdings, Inc. (GETY)**｜**報告日期：2026年7月20日**

📌 **董事會變動**
- 任命 Elizabeth Abrams（第三類董事，提名參加2028年股東年會選舉）及 Thomas Walper（第一類董事，提名參加下次股東年會選舉），即日生效。
- Abrams 同時加入審計委員會；Walper 初期未加入任何委員會。
- 兩人均簽署獨立董事協議，享有月費 50,000 美元（預付），以及每日超過4小時額外工作之費用。Abrams 另獲審計委員會服務月費 10,000 美元。
- 無相關人士交易需披露。

📌 **董事辭任**
- Hilary Schneider 辭去董事會、審計委員會及薪酬委員會職務，即日生效，以專注其他專業事務。辭職非因與公司有任何分歧。

📌 **其他事件**
- 公司委聘 Guggenheim Securities, LLC 作為財務顧問，協助評估戰略融資方案及資產負債表管理措施。

💡 **對投資者的潛在影響**
- 新董事加入可帶來不同專業視野，薪酬安排透明合理；Schneider 辭職無爭議，不影響運作。
- 聘請外部顧問檢討融資及資本結構，或為未來債務重組、股權融資或回購鋪路，投資者應留意後續公告。

展開英文正文

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
July 20, 2026

GETTY IMAGES HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
001-41453
87-3764229

(State or Other Jurisdiction

of Incorporation)
(Commission File Number)
(IRS Employer

Identification No.)

605 5th Ave S. Suite 400

Seattle, WA
98104

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including
area code: (206) 925-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Class A Common Stock
GETY
New York Stock Exchange

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Elizabeth Abrams and Thomas
Walper to the Board of Directors and Elizabeth Abrams as a Member of the Audit Committee

On July 20, 2026, upon the recommendation of its
Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Getty Images Holdings, Inc.
(the “Company”) appointed Elizabeth Abrams and Thomas Walper as directors, effective July 20, 2026. Ms. Abrams will
serve as a Class III director and will be nominated for re-election at the Company’s 2028 Annual Meeting of Shareholders. Mr. Walper
will serve as a Class I director and will be nominated for re-election at the Company’s next Annual Meeting of Shareholders.

In connection with her appointment to the Board,
Ms. Abrams was also appointed by the Board as a member of the Audit Committee of the Board (the “Audit Committee”),
effective July 20, 2026. The Board has determined that Ms. Abrams satisfies the independence requirements of Rule 10A-3 under the Securities
Exchange Act of 1934, as amended, and the listing standards of the New York Stock Exchange for members of the Audit Committee. Mr. Walper
will not initially serve on any Board committees.

In connection with Ms. Abrams’ and Mr. Walper’s
appointment to the Board, on July 20, 2026, the Company entered into independent director agreements with both Ms. Abrams and Mr. Walper.
The independent director agreements govern the terms of Ms. Abrams’ and Mr. Walper’s appointment and contain standard confidentiality
and indemnification provisions. Pursuant to the terms of the independent director agreements, Ms. Abrams and Mr. Walper will be entitled
to (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
days on which Ms. Abrams or Mr. Walper devote more than four (4) hours of their time, outside of committee meetings or official Board
meetings. Ms. Abrams will also be entitled to an additional monthly fee of $10,000 for her service on the Audit Committee.

There are no arrangements or understandings between
Ms. Abrams or Mr. Walper and any other persons pursuant to which they were elected as directors. There are no transactions and no proposed
transactions between Ms. Abrams or Mr. Walper and the Company that would be required to be disclosed as related person transactions pursuant
to Item 404(a) of Regulation S-K.

Resignation of Hilary Schneider from the Board of Directors, Audit
Committee and Compensation Committee

On July 20, 2026, Hilary Schneider submitted her
resignation as a member of the Board, the Audit Committee and the Compensation Committee of the Board, to be effective July 20, 2026,
to focus on other professional commitments.

Ms. Schneider’s resignation is not due to
any disagreement with the Company or any matter related to the Company’s operations, policies or practices.

Item 8.01. Other Events.

The Company recently engaged Guggenheim Securities,
LLC to act as a financial advisor in connection with the Company’s previously announced evaluation of strategic financing alternatives
and balance sheet management initiatives.

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 21, 2026

GETTY IMAGES HOLDINGS, INC.

By:
/s/ Kjelti Kellough

Name:
Kjelti Kellough

Title:
Senior Vice President, General Counsel, and Corporate Secretary