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)

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:

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

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. ¨

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.

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.

Proposal 2 – Approval of Third Amended and Restated 2016 Stock Incentive Plan. The stockholders approved the Amended Plan by the votes shown below.

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.

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.

Item 9.01 Financial Statements and Exhibits.

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