Stagwell Inc

8-K · tm2617817d1_8k.htm iXBRL

0000876883

 2026-06-11
 2026-06-11

 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 11, 2026

  

 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 and zip
code)

  

 ( 646 )
 429-1800

 (Registrant's Telephone Number)

  

 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 5.07 Submission of Matters to a Vote of Security Holders.

  

 Annual Meeting of Stockholders

  

 On June 11, 2026, Stagwell Inc. (the “Company”)
held its annual meeting of stockholders (the “Annual Meeting”). The stockholders considered three proposals as described in
the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026. 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 2027 annual meeting
of stockholders.

  

 Nominee
  
 For
  
 Withheld
  
 Broker Non-Votes

 Charlene Barshefsky
  
 217,515,139
  
 43,558
  
 14,422,406

 Bradley J. Gross
  
 217,432,516
  
 126,181
  
 14,422,406

 Wade Oosterman
  
 217,255,644
  
 303,053
  
 14,422,406

 Mark J. Penn
  
 217,168,601
  
 390,096
  
 14,422,406

 Desirée Rogers
  
 216,841,347
  
 717,350
  
 14,422,406

 Eli Samaha
  
 217,463,708
  
 94,989
  
 14,422,406

 Irwin D. Simon
  
 216,930,933
  
 627,764
  
 14,422,406

 Rodney Slater
  
 215,486,273
  
 2,072,424
  
 14,422,406

 Brandt Vaughan
  
 217,463,710
  
 94,987
  
 14,422,406

  

 Proposal 2 - Executive Compensation.
 The stockholders approved, on a non-binding, advisory basis, the 2025 executive compensation of the Company’s named executive
officers by the votes shown below.

  

 For
  
 Against
  
 Abstain
  
 Broker Non-Votes

 213,503,614
  
 3,763,867
  
 291,216
  
 14,422,406

  

 Proposal 3 – 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, 2026 by the votes shown
below.

  

 For
  
 Against
  
 Abstain

 231,947,554
  
 30,140
  
 3,409

  

  

  

  

 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 12, 2026

   

  
 Stagwell Inc.

  
  
  

  
 By:
 /s/ Edmund D. Graff

  
  
 Name: Edmund D. Graff

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