Stagwell (STGW) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, to vote on four key proposals, including director elections, stock incentive plan amendment, executive compensation, and auditor ratification.

• Board recommends voting FOR all proposals; only shareholders of record as of April 14, 2025, are eligible to vote.

• Voting can be done in person, online, by phone, or by mail, with detailed procedures for both record and beneficial owners.

• Quorum requires a majority of outstanding shares; preliminary results announced at the meeting, final results filed on Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors to serve until the 2026 annual meeting.

• Proposal 2: Approval of the Third Amended and Restated 2016 Stock Incentive Plan, increasing share reserve and extending plan term.

• Proposal 3: Advisory vote on 2024 executive compensation (say-on-pay).

• Proposal 4: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, with additional deadlines for director nominations.

Board of directors and corporate governance

• Board consists of nine members, with all but the CEO determined to be independent under Nasdaq rules.

• Board committees: Audit, Human Resources and Compensation, and Nominating and Corporate Governance, each with defined responsibilities.

• Corporate Governance Guidelines include a majority voting policy and a Code of Conduct for ethical compliance.

• Board met eight times in 2024; all directors attended at least 75% of meetings.