As filed with the Securities and Exchange Commission
on July 31, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
STAGWELL
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
86-1390679 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| One World Trade Center, Floor 65, New York, NY |
10007 |
| (Address of Principal Executive Offices) |
(Zip Code) |
STAGWELL INC.
THIRD AMENDED AND RESTATED 2016 STOCK INCENTIVE
PLAN
(Full title of the plan)
Peter McElligott
General Counsel
Stagwell Inc.
One World Trade Center, Floor 65
New York, NY 10007
(Name and address of agent for service)
(646) 412-6857
(Telephone number, including area code, of agent
for service)
Copies to:
Andrea M. Basham, Esq.
Taryn C. Zucker, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
(212) 277-4000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
Accelerated filer |
x |
| Non-accelerated filer |
¨ |
Smaller Reporting Company |
¨ |
| |
|
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 7(a)(2)(B) of the Securities
Act. ¨
EXPLANATORY NOTE
Stagwell Inc. (the “Registrant”) is
filing this Registration Statement on Form S-8 for the purpose of registering an additional 20,000,000 shares (the “Shares”)
of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”), underlying awards that may be granted
pursuant to the Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan (the “Plan”).
In
accordance with Section E of the General Instructions to Form S-8, the contents of the registration statements on Form S-8 previously
filed by Registrant with the Securities and Exchange Commission (the “Commission”) on June 27, 2016 (File No. 333-212261),
August 17, 2018 (File No. 333-226895), June 14, 2022 (File No. 333-265600) and April 30, 2025 (File No. 333-286864) are incorporated by
reference into this Registration Statement, except that the provisions contained in Part II of such previously-filed registration statements
are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2
of Part I of Form S-8 is not filed as part of this Registration Statement in accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents,
which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof:
(i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), filed by the Registrant with the Commission on March 11, 2025;
(ii) The information specifically incorporated by reference into the Annual Report from the Registrant’s definitive proxy statement on Schedule 14A, filed by the Registrant with the Commission on April 25, 2025;
(iii) The Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, filed by the Registrant with the Commission
on May 8, 2025 and July 31, 2025, respectively;
(iv) The Registrant’s
Current Reports on Form 8-K, filed by the Registrant with the Commission on April 2, 2025 (solely with respect to Item 8.01 therein),
April 24, 2025, May 6, 2025, June 17, 2025 and July 8, 2025 (solely with respect to Item 5.02 thereof); and
(v) The description of the
Registrant’s capital stock contained in the Registrant’s Current Report on Form 8-K12B, filed by the Registrant with the Commission
on July 30, 2021, as updated by Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023, filed by the Registrant with the Commission on March 11, 2024, together with any amendment or report filed for the purpose of updating
such description.
All reports and other documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant
to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all
securities remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
For purposes of this Registration
Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not required to be filed with this Registration
Statement in accordance with Section E of the General Instructions to Form S-8.
| Item 5. |
Interests of Named Experts and Counsel. |
Not required to be filed with this Registration
Statement in accordance with Section E of the General Instructions to Form S-8.
| Item 6. |
Indemnification of Directors and Officers. |
Not required to be filed with this Registration
Statement in accordance with Section E of the General Instructions to Form S-8.
| Item 7. |
Exemption From Registration Claimed. |
Not applicable.
| Exhibit No. |
|
Description |
|
Method of Filing |
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| 4.1 |
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Second Amended and Restated Certificate of Incorporation, as amended. |
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Incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-Q filed on May 9, 2023. |
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| 4.2 |
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Amended and Restated Bylaws of Stagwell Inc. |
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Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 2, 2021. |
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| 4.3 |
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Stagwell Inc. Third Amended and Restated 2016 Stock Incentive Plan. |
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Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2025. |
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| 5.1 |
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Opinion of Freshfields US LLP as to the legality of the Shares registered hereunder. |
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Filed herewith. |
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| 23.1 |
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Consent of Freshfields US LLP. |
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Included in Exhibit 5.1. |
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| 23.2 |
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Consent of PricewaterhouseCoopers LLP, independent auditors. |
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Filed herewith. |
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| 23.3 |
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Consent of Deloitte & Touche LLP, independent auditors. |
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Filed herewith. |
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| 24.1 |
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Power of Attorney. |
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Included on the signature page to this Registration Statement. |
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| 107 |
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Filing Fee Table. |
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Filed herewith. |
Not required to be filed with this Registration
Statement in accordance with Section E of the General Instructions to Form S-8.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 31st day of July, 2025.
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STAGWELL INC. |
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By: |
/s/ Ryan Greene |
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Name: |
Ryan Greene |
| |
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Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature
appears below on this Registration Statement hereby constitutes and appoints Ryan Greene and Edmund Graff with full power to act as his
or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities (unless revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Registration Statement to which this power of attorney is attached, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and
agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact
and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements
of the Securities Act, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
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Title |
|
Date |
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| /s/
Ryan Greene |
|
Chief
Financial Officer
(Principal Financial Officer) |
|
July
31, 2025 |
| Ryan
Greene |
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| /s/
Vincenzo DiMaggio |
|
Chief
Accounting Officer
(Principal Accounting Officer) |
|
July
31, 2025 |
| Vincenzo
DiMaggio |
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| /s/
Mark Penn |
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Chairman
of the Board and Chief Executive Officer
(Principal Executive Officer) |
|
July
31, 2025 |
| Mark
Penn |
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| /s/
Charlene Barshefsky |
|
Director |
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July
31, 2025 |
| Ambassador
Charlene Barshefsky |
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| /s/
Bradley Gross |
|
Director |
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July
31, 2025 |
| Bradley
Gross |
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| /s/
Wade Oosterman |
|
Director |
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July
31, 2025 |
| Wade
Oosterman |
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| /s/
Desirée Rogers |
|
Director |
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July
31, 2025 |
| Desirée Rogers |
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| /s/
Eli Samaha |
|
Director |
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July
31, 2025 |
| Eli Samaha |
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| /s/
Irwin D. Simon |
|
Director |
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July
31, 2025 |
| Irwin D. Simon |
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| /s/
Rodney Slater |
|
Director |
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July
31, 2025 |
| Secretary Rodney Slater |
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| /s/
Brandt Vaughan |
|
Director |
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July
31, 2025 |
| Brandt Vaughan |
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