0001579877FALSE00015798772022-06-082022-06-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 8, 2022 (June 7, 2022)
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OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
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Maryland | | 001-36367 | | 46-4494703 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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405 Lexington Avenue, 17th Floor | | |
New York, | New York | | 10174 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 297-6400
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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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01, par value | OUT | New York Stock Exchange |
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).
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. ☐
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
OUTFRONT Media Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of eight incumbent directors, Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson and Joseph H. Wender, to the Company’s board of directors (the “Board”); (2) the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2022; and (3) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting were as follows:
(1) Election of eight director nominees.
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| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Nicolas Brien | 147,159,334 | 1,563,982 | 2,491,094 | 6,963,969 |
| Angela Courtin | 147,160,569 | 1,565,262 | 2,488,579 | 6,963,969 |
| Manuel A. Diaz | 124,765,588 | 23,958,728 | 2,490,094 | 6,963,969 |
| Michael J. Dominguez | 148,182,108 | 541,525 | 2,490,777 | 6,963,969 |
| Jeremy J. Male | 147,471,448 | 3,465,438 | 277,524 | 6,963,969 |
| Peter Mathes | 146,969,706 | 1,753,672 | 2,491,032 | 6,963,969 |
| Susan M. Tolson | 122,779,645 | 25,943,068 | 2,491,697 | 6,963,969 |
| Joseph H. Wender | 124,768,952 | 23,954,164 | 2,491,294 | 6,963,969 |
(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2022.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| 156,736,738 | 1,258,707 | 182,934 | — | |
(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| 144,398,514 | 4,245,706 | 2,570,190 | 6,963,969 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OUTFRONT MEDIA INC. |
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By: | | /s/ Matthew Siegel |
| | Name: | | Matthew Siegel |
| | Title: | | Executive Vice President and |
| | | | Chief Financial Officer |
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Date: June 8, 2022