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. |
Amendment to Employment Agreement and Stock Appreciation Rights Agreement with CEO
On July 28, 2026, Stagwell Inc. (the “Company”) and Mark Penn, Chief Executive Officer of the Company, entered into the First Amendment (the “Amendment”) to the Second Amended and Restated Employment Agreement by and between the Company and Mr. Penn. The Amendment extends the term of Mr. Penn’s employment with the Company until July 31, 2029. Pursuant to the terms of the Amendment, Mr. Penn’s annual base salary increased from $1,260,000 to $1,400,000 effective August 1, 2026, Mr. Penn will receive a bonus of $581,667 payable by August 15, 2026, Mr. Penn’s annual bonus target was set at 240% of his base salary, and Mr. Penn’s annual long-term equity incentive plan award target was set at 450% of his base salary.
In connection with the entry into the Amendment, on August 1, 2026, the Company granted Mr. Penn 2,000,000 stock appreciation rights (“SARs”) in respect of the Company’s Class A common stock (“Class A Common Stock”) under the Company’s Third Amended and Restated 2016 Stock Incentive Plan (the “Plan”) and entered into a Stock Appreciation Rights Agreement (the “SARs Agreement”) with Mr. Penn. The SARs have a base price of $8.45 per share and vest in three installments with 1,000,000 SARs vesting on the first anniversary of the date of grant and 500,000 SARs vesting on each of the second and third anniversaries of the date of grant. The SARs are settleable only in cash.
The description of the Amendment in this Item 5.02 is qualified in it its entirety by reference to the terms of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The description of the SARs Agreement in this Item 5.02 is qualified in it its entirety by reference to the terms of the SARs Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | First Amendment, dated as of July 28, 2026, to the Second Amended and Restated Employment Agreement by and between the Company and Mark Penn. | |
| 10.2 | SARs Agreement, dated as of August 1, 2026, by and between the Company and Mark Penn. | |
| 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: August 3, 2026
| Stagwell Inc. | ||
| By: | /s/ Peter McElligott | |
| Name: Peter McElligott | ||
| Title: General Counsel | ||