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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 2, 2025
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)
(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:
| ¨ |
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 2, 2025, Ryan Greene was appointed Chief Financial Officer
of Stagwell Inc. (the “Company”). Mr. Greene had previously served as Chief Operating Officer of the Company since August
2021. Upon Mr. Greene’s appointment as Chief Financial Officer, he ceased serving as Chief Operating Officer of the Company.
In connection with Mr. Greene’s appointment as Chief Financial
Officer, the Company and Mr. Greene agreed to the following material amendments to his compensation arrangements, effective as of July
1, 2025: (i) an increase in annualized base salary to $650,000 and (ii) an increase in annual discretionary bonus target to 80% of base
salary, with any such bonus payable up to 50% in restricted stock units for shares of the Company’s Class A common stock which will
vest one year following the applicable grant date, at the Company’s discretion. The foregoing description of the material amendments
to Mr. Greene’s compensation arrangements is qualified in its entirety by reference to Amendment No. 1, dated as of July 2, 2025,
to Employment Agreement, by and between the Company and Ryan Greene, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
Also on July 2, 2025, Frank Lanuto was appointed Executive Vice President,
Finance of the Company. Upon Mr. Lanuto’s appointment as Executive Vice President, Finance, and the appointment of Mr. Greene as
Chief Financial Officer, Mr. Lanuto ceased serving as Chief Financial Officer of the Company. The change in Mr. Lanuto’s position
is not a result of any disagreement with the Company or its Board of Directors relating to the Company’s operations, policies or
practices or any issues regarding its accounting policies or practices.
In connection with Mr. Lanuto’s change in position from Chief
Financial Officer to Executive Vice President, Finance, the Company and Mr. Lanuto agreed to the following material amendments to his
compensation arrangements, effective as of July 1, 2025: (i) a continued annualized base salary of $650,000, (ii) a decrease in annual discretionary
bonus target to 85% of base salary for 2025 and to 75% of base salary for 2026 and succeeding years, with any such bonus payable up to
25% in restricted stock units for shares of the Company’s Class A common stock which will vest one year following the applicable
grant date, at the Company’s discretion, and (iii) a target award amount under the Company’s long-term equity incentive plan
of approximately $619,000 for 2026 and of approximately $300,000 for 2027 and succeeding years. The foregoing description of the material
amendments to Mr. Lanuto’s compensation arrangements is qualified in its entirety by reference to Amendment No. 2, dated as of July
2, 2025, to Employment Agreement, by and between the Company and Frank Lanuto, which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated by reference herein.
Additional information regarding the backgrounds and compensation arrangements
of Messrs. Greene and Lanuto is included in Part III, Item 10 of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”)
on March 11, 2025, and in the Company’s definitive
proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 25, 2025, and such information is incorporated
herein by reference.
There are no arrangements or understandings between Mr. Greene and
other persons or between Mr. Lanuto and other persons pursuant to which they were appointed as Chief Financial Officer and Executive Vice
President, Finance, respectively. Neither Mr. Greene nor Mr. Lanuto has a family relationship with any director or executive officer of
the Company. Neither Mr. Greene nor Mr. Lanuto has engaged in any transaction with the Company that would be reportable as a related party
transaction under Item 404(a) of Regulation S-K.
In connection with the appointments described above, the Company
determined to eliminate the stand-alone role of Chief Accounting Officer. On July 7, 2025, the Company notified Vincenzo DiMaggio,
Chief Accounting Officer of the Company, of this decision. Mr. DiMaggio will depart the Company on a date to be determined. The
Company expects that following Mr. DiMaggio’s departure, or beginning at such earlier time as designated by
the Board of Directors of the Company, Mr. Lanuto will serve as principal accounting officer of the Company.
The elimination of the Chief Accounting Officer role and Mr. DiMaggio’s
departure is not a result of any disagreement with the Company or its Board of Directors relating to the Company’s operations, policies
or practices or any issues regarding its accounting policies or practices.
| Item 7.01. | Regulation FD Disclosure |
On July 8, 2025, the Company issued a press release announcing
the appointment of Mr. Greene as Chief Financial Officer, the appointment of Mr. Lanuto, former Chief Financial Officer, as Executive
Vice President, Finance, and certain other senior leadership appointments. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section,
and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1, dated as of July 2, 2025, to Employment Agreement, by between the Company and Ryan Greene. |
| 10.2 |
|
Amendment No. 2, dated as of July 2, 2025, to Employment Agreement, by and between the Company and Frank Lanuto. |
| 99.1 |
|
Press release of Stagwell Inc. dated July 8, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 8, 2025
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Stagwell Inc. |
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|
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By: |
/s/ Peter McElligott |
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Name: Peter McElligott |
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|
Title: General Counsel |
