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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| 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 | |
| Name: Edmund D. Graff | ||
| Title: Senior Vice President, Deputy General Counsel and Corporate Secretary | ||