STOCK TITAN

Stagwell Inc. (NASDAQ: STGW) adds Beth J. Kaplan as independent director

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

On July 29, 2026, Stagwell Inc.'s Board of Directors appointed Beth J. Kaplan as a director, effective July 31, 2026. Her initial term will run until the company's 2027 annual meeting of stockholders, with specific committee assignments to be decided later.

The Board determined that Ms. Kaplan qualifies as an independent director under Stagwell's Corporate Governance Guidelines, Nasdaq rules, and applicable SEC regulations. The appointment was not made pursuant to any agreement or understanding with another person, and there are no related party transactions requiring disclosure. As a non-employee director, she will receive the same compensation as other non-employee directors and has entered into the company's standard Indemnification Agreement.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board appointment date July 29, 2026 Date the Board appointed Beth J. Kaplan as a director
Director effective date July 31, 2026 Date Beth J. Kaplan’s service as director becomes effective
Initial term end 2027 annual meeting of stockholders Beth J. Kaplan’s initial board term length
Form 10-K year-end referenced December 31, 2025 Year-end for the Form 10-K containing the Indemnification Agreement exhibit
independent director regulatory
"The Board has determined that Ms. Kaplan is an “independent” director under the Company’s Corporate Governance Guidelines"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nominating and Corporate Governance Committee regulatory
"upon the recommendation of the Board’s Nominating and Corporate Governance Committee, appointed Beth J. Kaplan"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Item 404(a) of Regulation S-K regulatory
"that would require disclosure under Item 404(a) of Regulation S-K"
Indemnification Agreement regulatory
"the Company has entered into its form of Indemnification Agreement with Ms. Kaplan"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What board change did Stagwell Inc. (STGW) report on July 29, 2026?

Stagwell Inc. appointed Beth J. Kaplan to its Board of Directors effective July 31, 2026. Her initial term as a director will continue until the company’s 2027 annual meeting of stockholders, with board committee assignments to be determined later.

When does Beth J. Kaplan’s initial term on Stagwell’s (STGW) board end?

Beth J. Kaplan’s initial term will run until Stagwell’s 2027 annual meeting of stockholders. After that meeting, shareholders would typically vote on directors, and any continued service would depend on that stockholder election process.

Is Beth J. Kaplan considered an independent director at Stagwell (STGW)?

Yes. The Board determined that Beth J. Kaplan is an independent director under Stagwell’s Corporate Governance Guidelines, Nasdaq independence requirements, and applicable SEC rules, meaning she meets objective criteria designed to limit conflicts of interest.

How will Beth J. Kaplan be compensated as a director of Stagwell (STGW)?

As a non-employee director, Beth J. Kaplan will receive the same compensation paid to other non-employee directors. Those compensation terms are described under “Compensation of Directors” in Stagwell’s 2026 definitive proxy statement, which the company incorporates by reference.

What protections does Stagwell (STGW) provide Beth J. Kaplan as a director?

Stagwell has entered into its standard Indemnification Agreement with Beth J. Kaplan. This agreement, previously filed as Exhibit 10.15 to the company’s 2025 Form 10-K, offers contractual protection against certain liabilities arising from board service.
false 0000876883 0000876883 2026-07-29 2026-07-29 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): 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 5.02Departure 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
    Name: Edmund D. Graff
    Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

 

 

 

 

Filing Exhibits & Attachments

3 documents