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    Stagwell Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/17/25 5:00:53 PM ET
    $STGW
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    Get the next $STGW alert in real time by email
    false 0000876883 0000876883 2025-06-12 2025-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): June 12, 2025

     

    STAGWELL INC.

    (Exact name of Registrant as Specified in Its Charter)

     

    Delaware 001-13718 86-1390679

    (State or Other Jurisdiction
    of Incorporation)

    (Commission
    File Number)
    (IRS Employer
    Identification No.)

     

    One World Trade Center, Floor 65

    New York, NY 10007

    (Address of principal executive offices) (Zip Code)

     

    (646) 429-1800

    (Registrant's telephone number, including area code)

     

    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:

     

    ¨ 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, $0.001 par value STGW NASDAQ

     

    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.

     

    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

      

     

     

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