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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 29, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On July 29, 2026, the Board of Directors (the “Board”)
of Stagwell Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee,
appointed Beth J. Kaplan to serve as a director of the Company effective July 31, 2026. Ms. Kaplan’s initial term as a director
will continue until the Company’s 2027 annual meeting of stockholders. Committee appointments will be made at a later date.
The Board has determined that Ms. Kaplan is an “independent”
director under the Company’s Corporate Governance Guidelines, the independence requirements of The Nasdaq Stock Market, and the
applicable rules promulgated by the Securities and Exchange Commission (the “SEC”). The appointment of Ms. Kaplan as a director
of the Company was not pursuant to an agreement or understanding between Ms. Kaplan and any other person. There are no related party transactions
between the Company and Ms. Kaplan that would require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Kaplan is entitled to receive the same
compensation paid by the Company to each of its non-employee directors as described under “Compensation of Directors” in the
Company’s Definitive Proxy Statement for its 2026 annual meeting of stockholders, filed with the SEC on April 28, 2026, which description
is incorporated herein by reference. In addition, the Company has entered into its form of Indemnification Agreement with Ms. Kaplan,
a copy of which has been filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the SEC on March 13, 2026.
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: August 4, 2026
| |
Stagwell Inc. |
| |
|
| |
By: |
/s/ Edmund D. Graff |
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|
Name: Edmund D. Graff |
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|
Title: Senior Vice President, Deputy General Counsel and Corporate Secretary |