Stagwell Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 12, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Stagwell Inc. (the “Company”), the Company’s stockholders approved the Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan (the “Amended Plan”) to increase the number of shares of Class A common stock, par value $0.001 per share, of the Company reserved for issuance by 20,000,000 shares from 20,250,000 shares to 40,250,000 shares and make the other changes described in “Proposal 2 – Approval of the Third Amended and Restated 2016 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2025 (the “2025 Proxy Statement”), which description is incorporated by reference herein. The Board of Directors of the Company approved the Amended Plan, subject to stockholder approval, on April 23, 2025.
The foregoing description of the Amended Plan is qualified in its entirety by reference to the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting of Stockholders
On June 12, 2025, the Company held the Annual Meeting. The stockholders considered four proposals as described in the 2025 Proxy Statement. The final results of the voting on each matter submitted to stockholders at the Annual Meeting are set forth below.
Proposal 1 - Election of Directors. The stockholders elected the nominees for director by the votes shown below, each to hold office until the Company’s 2026 annual meeting of stockholders.
| Nominee | For | Withheld | Broker Non-Votes |
| Charlene Barshefsky | 246,538,650 | 2,513,991 | 8,175,802 |
| Bradley J. Gross | 248,009,499 | 1,043,142 | 8,175,802 |
| Wade Oosterman | 244,699,007 | 4,353,634 | 8,175,802 |
| Mark J. Penn | 246,296,367 | 2,756,274 | 8,175,802 |
| Desirée Rogers | 245,507,545 | 3,545,096 | 8,175,802 |
| Eli Samaha | 248,581,359 | 471,282 | 8,175,802 |
| Irwin D. Simon | 245,618,301 | 3,434,340 | 8,175,802 |
| Rodney Slater | 244,915,945 | 4,136,696 | 8,175,802 |
| Brandt Vaughan | 246,540,435 | 2,512,206 | 8,175,802 |
Proposal 2 – Approval of Third Amended and Restated 2016 Stock Incentive Plan. The stockholders approved the Amended Plan by the votes shown below.
| For | Against | Abstain | Broker Non-Votes |
| 245,059,418 | 3,978,571 | 14,652 | 8,175,802 |
Proposal 3 - Executive Compensation. The stockholders approved, on a non-binding, advisory basis, the 2024 executive compensation of the Company’s named executive officers by the votes shown below.
| For | Against | Abstain | Broker Non-Votes |
| 244,013,294 | 4,843,070 | 196,277 | 8,175,802 |
Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the selection of PricewaterhouseCoopers LLP to act as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 by the votes shown below.
| For | Against | Abstain |
| 256,598,614 | 568,141 | 61,688 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 | Third Amended and Restated 2016 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 17, 2025
| Stagwell Inc. | |||
| By: | /s/ Edmund D. Graff | ||
| Name: | Edmund D. Graff | ||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | ||