Stagwell (NASDAQ: STGW) investors approve board slate, say-on-pay and PwC

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Stagwell Inc. held its annual meeting of stockholders on June 11, 2026, where three proposals were decided. Stockholders elected nine directors, including Charlene Barshefsky and Mark J. Penn, to serve until the 2027 annual meeting, with each nominee receiving over 215 million votes in favor and broker non-votes of 14,422,406.

Stockholders also approved, on a non-binding, advisory basis, the Company’s 2025 executive compensation, with 213,503,614 votes for, 3,763,867 against, 291,216 abstentions, and 14,422,406 broker non-votes. In addition, they ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by a vote of 231,947,554 for, 30,140 against, and 3,409 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 217,515,139 votes Broker non-votes on director elections: 14,422,406 votes Say-on-pay votes for: 213,503,614 votes +5 more

8 metrics

Votes for highest-supported director 217,515,139 votes Votes for Charlene Barshefsky, director election Proposal 1

Broker non-votes on director elections 14,422,406 votes Each nominee, Proposal 1

Say-on-pay votes for 213,503,614 votes Executive compensation Proposal 2

Say-on-pay votes against 3,763,867 votes Executive compensation Proposal 2

Say-on-pay abstentions 291,216 votes Executive compensation Proposal 2

Auditor ratification votes for 231,947,554 votes PricewaterhouseCoopers LLP, Proposal 3

Auditor ratification votes against 30,140 votes PricewaterhouseCoopers LLP, Proposal 3

Auditor ratification abstentions 3,409 votes PricewaterhouseCoopers LLP, Proposal 3

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, annual meeting of stockholders, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Charlene Barshefsky | | 217,515,139 | | 43,558 | | 14,422,406"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis financial

"The stockholders approved, on a non-binding, advisory basis, the 2025 executive compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"selection of PricewaterhouseCoopers LLP to act as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"held its annual meeting of stockholders (the “Annual Meeting”)"

definitive proxy statement financial

"as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/12/2026 - 04:31 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What key decisions were made at Stagwell (STGW) 2026 annual meeting?

Stockholders elected nine directors for terms ending at the 2027 meeting, approved 2025 executive compensation on a non-binding basis, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did Stagwell (STGW) stockholders vote on director elections in 2026?

All nine nominees, including Charlene Barshefsky and Mark J. Penn, were elected. Each received more than 215 million votes for, with relatively small withheld votes and 14,422,406 broker non-votes recorded for each director nominee.

Was Stagwell (STGW) 2025 executive compensation approved by stockholders?

Yes. Stockholders approved 2025 executive compensation for named executive officers on a non-binding, advisory basis, with 213,503,614 votes for, 3,763,867 against, 291,216 abstentions, and 14,422,406 broker non-votes recorded on the proposal.

Which audit firm did Stagwell (STGW) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Stagwell’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 231,947,554 votes for, 30,140 against, and 3,409 abstentions on the ratification proposal.

Is the Stagwell (STGW) say-on-pay vote binding on the company?

No. The 2025 executive compensation proposal was approved on a non-binding, advisory basis. This means the vote expresses stockholder views but does not by itself change compensation arrangements or require specific board action.

How many broker non-votes occurred on Stagwell (STGW) non-routine proposals?

For each director election and the executive compensation proposal, there were 14,422,406 broker non-votes. Broker non-votes generally arise when brokers lack authority to vote uninstructed shares on non-routine matters.

Filing Exhibits & Attachments

3 documents