Stagwell Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors nominated by the Board to hold office until the 2027 Annual Meeting.

2. 2

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non‑binding proposal asks shareholders to approve, on an advisory basis, the Company’s 2025 executive compensation as presented in the proxy statement (CD&A, Summary Compensation Table and supporting disclosure). Management is seeking ratification to confirm that its pay decisions — which rely heavily on equity awards, long‑term incentive plans tied primarily to cumulative Adjusted EBITDA over multi‑year performance periods, and occasional service‑based retention grants in lieu of cash bonuses — reflect stockholder interests and effectively motivate and retain executives. The compensation program emphasizes both short‑term and long‑term elements, but for 2023–2025 the Committee largely replaced annual cash bonuses with restricted stock units and performance LTIPs, and has exercised discretion to vest portions of LTIP awards when formulaic targets were not fully met. Key context includes the Company’s use of Adjusted EBITDA (with specific exclusions) as the core performance metric for LTIPs, the Human Resources and Compensation Committee’s prior benchmarking and discretionary adjustments, and recent internal changes to target award levels (including increases for the CEO). The proposal is advisory and non‑binding, but management states it will consider the vote results when making future compensation decisions. Potential governance considerations for investors include the degree of discretion the Committee has used, the complexity and transparency of Adjusted EBITDA adjustments, the balance between cash and equity, and retention practices that substituted equity for cash in recent years. A sophisticated assessment should weigh whether the incentive design appropriately aligns pay with sustainable shareholder returns given the Company’s history of discretionary vesting and the specific performance targets tied to cumulative Adjusted EBITDA. The Board’s recommendation for a ‘‘FOR’’ vote is grounded in its view that the overall program supports long‑term value creation, recruitment and retention of key executives, and alignment between executive pay and financial performance, while the non‑binding nature means shareholders use this vote to signal approval or concerns rather than effect immediate change.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Stagwell Inc 2026 annual meeting?

Stagwell Inc (STGW) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Stagwell Inc 2026 meeting?

The record date for the Stagwell Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Stagwell Inc's 2026 meeting?

The board is presenting 9 director nominees at the Stagwell Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Stagwell Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Stagwell Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.