Stagwell Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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. |
As disclosed in the Current Report on Form 8-K filed by Stagwell Inc. (the “Company”) on July 8, 2025 (the “Prior 8-K”), the Company notified Vincenzo DiMaggio, Chief Accounting Officer of the Company, on July 7, 2025 that it was eliminating the stand-alone role of Chief Accounting Officer and that Mr. DiMaggio would depart the Company on a date to be determined. In connection with such departure, on September 9, 2025, the Company and Mr. DiMaggio entered into a Severance Agreement and General Release (the “Severance Agreement”) pursuant to which the Company and Mr. DiMaggio agreed that Mr. DiMaggio will depart the Company on September 19, 2025 (the “Departure Date”). Subject to the terms and conditions of the Severance Agreement, Mr. DiMaggio will receive severance payments equal to nine months of his annual base salary. The Company will also reimburse Mr. DiMaggio for the cost of monthly COBRA premiums for continued participation in the Company’s health benefits through the earlier of (i) March 31, 2026 and (ii) the date on which Mr. DiMaggio is eligible to receive health benefits under the plan of a subsequent employer. The foregoing description of the Severance Agreement is a summary only and is qualified in its entirety by reference to the terms of the Severance Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
In addition to the benefits under the Severance Agreement, Mr. DiMaggio’s unvested equity awards related to the Company’s Class A common stock will be treated as follows: (i) 9,689 restricted shares scheduled to vest on November 22, 2025 will vest in full on the Departure Date, (ii) 13,922 restricted stock units scheduled to vest on March 7, 2026 will vest in full on the Departure Date, (iii) the target 22,892 restricted shares scheduled to vest on March 1, 2026, subject to the Company’s achievement of the applicable financial performance target, will continue to vest according to the schedule and other terms of the grant, (iv) 50% of the target 28,930 restricted stock units scheduled to vest on March 8, 2027, subject to the Company’s achievement of the applicable financial performance target, will continue to vest according to the schedule and other terms of the grant, and the remaining 50% of such restricted stock units will be cancelled, and (v) 50% of the target 26,711 restricted stock units scheduled to vest on March 7, 2028, subject to the Company’s achievement of the applicable financial performance target, will continue to vest according to the schedule and other terms of the grant, and the remaining 50% of such restricted stock units will be cancelled.
The departure of Mr. DiMaggio is not a result of any disagreement with the Company or its Board of Directors relating to the Company’s operations, policies or practices or any issues regarding its accounting policies or practices.
On September 9, 2025, in connection with the departure of Mr. DiMaggio, the Company determined that Frank Lanuto, Executive Vice President, Finance, of the Company, will assume the role of principal accounting officer effective as of the Departure Date. Additional information regarding the background and compensation arrangements of Mr. Lanuto is included in Part III, Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, in the Company’s definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 25, 2025, and in the Prior 8-K, and such information is incorporated herein by reference. There are no arrangements or understandings between Mr. Lanuto and other persons pursuant to which he was appointed to his role. Mr. Lanuto has no family relationship with any director or executive officer of the Company and has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Severance Agreement and General Release, dated September 9, 2025, between the Company and Vincenzo DiMaggio | |
| 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: September 12, 2025
| Stagwell Inc. | ||
| By: | /s/ Peter McElligott | |
| Name: Peter McElligott | ||
| Title: General Counsel | ||