OUTFRONT Media Inc.

Current report (Form 8-K) · Jun 3, 2026 · Leadership change · Other material event · Item 5.07 · +1 more

Company

OUTFRONT Media Inc.

Documents

Primary topic

Leadership change

Filed

Jun 3, 2026

Overview Analysis Documents(9)Full text Exhibits(2)

Type

8-K

File

out-20260603.htm

Document text
8-K · out-20260603.htm iXBRL 0001579877 2026-06-03 2026-06-03 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): June 3, 2026 _________________________ OUTFRONT Media Inc. (Exact name of registrant as specified in its charter) __________________________ Maryland 001-36367 46-4494703 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 90 Park Avenue, 9th Floor New York, New York 10016 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 212 ) 297-6400 __________________________ 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: 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). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, OUTFRONT Media Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026 (the “A nnual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other things, the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”). The Amended and Restated Omnibus SIP was previously approved by the Company’s board of directors (the “Board”) on April 16, 2026. The Amended and Restated Omnibus SIP is substantially similar to the prior version of the plan, except that the Amended and Restated Omnibus SIP increases the number of shares of the Company’s common stock reserved for issuance under the Company’s prior plan by 3,373,000 shares, so that the aggregate number of shares reserved for issuance under the Amended and Restated Omnibus SIP is 22,948,000 shares, comprised of the 8,000,000 shares initially reserved for issuance under the original plan approved on March 27, 2014, 5,100,000 additional shares reserved for issuance under the prior plan approved on June 10, 2019, the 6,475,000 additional shares reserved for issuance under the prior plan approved on June 6, 2023, plus the 3,373,000 new shares. The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Omnibus SIP, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 3, 2026. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of nine incumbent directors, Michael Barrett, Nicolas Brien, Mark Carleton, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes, Nicolle Pangis and Susan M. Tolson , to 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 2026; (3) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and (4) the approval of the Amended and Restated Omnibus SIP. 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 nine director nominees. Nominee Votes For Votes Against Abstentions Broker Non-Votes Michael Barrett 154,644,385 433,059 27,131 8,678,401 Nicolas Brien 154,450,564 628,019 25,992 8,678,401 Mark Carleton 154,589,607 487,667 27,301 8,678,401 Angela Courtin 118,265,487 36,810,963 28,125 8,678,401 Manuel A. Diaz 154,302,346 775,868 26,361 8,678,401 Michael J. Dominguez 153,119,550 1,956,556 28,469 8,678,401 Peter Mathes 152,984,679 2,092,860 27,036 8,678,401 Nicolle Pangis 154,917,847 158,643 28,085 8,678,401 Susan M. Tolson 103,030,792 52,045,886 27,897 8,678,401 (2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026. Votes For Votes Against Abstentions Broker Non-Votes 162,927,914 832,981 22,081 — (3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 152,430,850 2,593,191 80,534 8,678,401 (4) Approval of the Amended and Restated Omnibus SIP. Votes For Votes Against Abstentions Broker Non-Votes 151,005,940 4,047,028 51,607 8,678,401 Item 8.01 Other Events. On June 3, 2026, the Company issued a press release announcing the pricing of $500.0 million aggregate principal amount of 6.000% Senior Notes due 2034. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Exhibit Number Description 10.1 OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan. 99.1 Press Release dated June 3, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). EXHIBIT INDEX Exhibit Number Description 10.1 OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan 99.1 Press Release dated June 3, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. OUTFRONT MEDIA INC. By: /s/ Matthew Siegel Name: Matthew Siegel Title: Executive Vice President and Chief Financial Officer Date: June 3, 2026

Document text

8-K · out-20260603.htm iXBRL

0001579877 2026-06-03 2026-06-03

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): June 3, 2026
_________________________
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
__________________________

Maryland
001-36367
46-4494703

(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

90 Park Avenue, 9th Floor

New York,
New York
10016

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: ( 212 ) 297-6400
__________________________

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:

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).

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, OUTFRONT Media Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026 (the “A nnual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other things, the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”). The Amended and Restated Omnibus SIP was previously approved by the Company’s board of directors (the “Board”) on April 16, 2026.

The Amended and Restated Omnibus SIP is substantially similar to the prior version of the plan, except that the Amended and Restated Omnibus SIP increases the number of shares of the Company’s common stock reserved for issuance under the Company’s prior plan by 3,373,000 shares, so that the aggregate number of shares reserved for issuance under the Amended and Restated Omnibus SIP is 22,948,000 shares, comprised of the 8,000,000 shares initially reserved for issuance under the original plan approved on March 27, 2014, 5,100,000 additional shares reserved for issuance under the prior plan approved on June 10, 2019, the 6,475,000 additional shares reserved for issuance under the prior plan approved on June 6, 2023, plus the 3,373,000 new shares.

The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Omnibus SIP, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 3, 2026. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of nine incumbent directors, Michael Barrett, Nicolas Brien, Mark Carleton, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes, Nicolle Pangis and Susan M. Tolson , to 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 2026; (3) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and (4) the approval of the Amended and Restated Omnibus SIP. 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 nine director nominees.

Nominee Votes For Votes Against Abstentions Broker Non-Votes
Michael Barrett 154,644,385 433,059 27,131 8,678,401
Nicolas Brien 154,450,564 628,019 25,992 8,678,401
Mark Carleton 154,589,607 487,667 27,301 8,678,401
Angela Courtin 118,265,487 36,810,963 28,125 8,678,401
Manuel A. Diaz 154,302,346 775,868 26,361 8,678,401
Michael J. Dominguez 153,119,550 1,956,556 28,469 8,678,401
Peter Mathes 152,984,679 2,092,860 27,036 8,678,401
Nicolle Pangis 154,917,847 158,643 28,085 8,678,401
Susan M. Tolson 103,030,792 52,045,886 27,897 8,678,401

(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026.

Votes For Votes Against Abstentions Broker Non-Votes
162,927,914 832,981 22,081 —

(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes
152,430,850 2,593,191 80,534 8,678,401

(4) Approval of the Amended and Restated Omnibus SIP.

Votes For Votes Against Abstentions Broker Non-Votes
151,005,940 4,047,028 51,607 8,678,401

Item 8.01
Other Events.

On June 3, 2026, the Company issued a press release announcing the pricing of $500.0 million aggregate principal amount of 6.000% Senior Notes due 2034. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
Number Description

10.1 OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

99.1 Press Release dated June 3, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit
Number Description

10.1 OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan

99.1 Press Release dated June 3, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

OUTFRONT MEDIA INC.

By:
/s/ Matthew Siegel
Name:
Matthew Siegel

Title:
Executive Vice President and

Chief Financial Officer

Date: June 3, 2026

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