UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 23, 2023
Stagwell Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-13718 | 86-1390679 |
| (Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One World Trade Center, Floor 65, New York, NY 10007
(Address of principal executive offices and zip code)
(646) 429-1800
(Registrant’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value | STGW | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On May 23, 2023, Stagwell Inc. (the “Company”) completed the repurchase, which was previously announced in our Current Report on Form 8-K filed on May 9, 2023, of 23,328,154 shares of the Company’s Class A common stock from affiliates of AlpInvest Partners B.V for $6.43 per share. Following the closing, the repurchased shares were retired by the Company. The repurchase reduced the number of shares of the Company’s common stock outstanding by approximately 8.1%. As of May 23, 2023, following the completion of the repurchase, the Company’s outstanding common stock consisted of 114,497,949 shares of Class A common stock and 151,648,741 shares of Class C common stock.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: May 24, 2023 | Stagwell Inc. |
| | | |
| | By: | /s/ Peter McElligott |
| | | Peter McElligott |
| | | General Counsel |
