Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Investment Agreement, dated as of April 16, 2020 (the
"Investment Agreement"), among OUTFRONT Media Inc. (the "Company), certain
affiliates of Providence Equity Partners L.L.C. (collectively, the "Providence
Purchasers") and ASOF Holdings I, L.P. and Ares Capital Corporation
(collectively, the "Ares Purchasers" and, together with the Providence
Purchasers, the "Purchasers"), relating to the Company's previously disclosed
issuance and sale of an aggregate of 400,000 shares of the Company's Series A
Convertible Perpetual Preferred Stock, par value $0.01 per share, to the
Purchasers, on June 8, 2020, the Company's board of directors (the "Board")
increased the size of the Board by one and elected Michael J. Dominguez, a
director nominee designated by the Providence Purchasers to the Board, as a
Class I director, effective as of June 8, 2020 after the Company's 2020 Annual
Meeting of Stockholders (the "Annual Meeting"), for a term expiring at the
Company's 2021 Annual Meeting of Stockholders, or until his earlier resignation
or removal. The Board considered the independence of Mr. Dominguez under the New
York Stock Exchange listing standards and the Company's Corporate Governance
Guidelines, and concluded that Mr. Dominguez is an independent director under
the New York Stock Exchange listing standards and the Company's Corporate
Governance Guidelines. Currently, Mr. Dominguez is not expected to serve as a
member of any committee of the Board.
There are no transactions between Mr. Dominguez and the Company that would be
reportable under Item 404(a) of Regulation S-K.
In accordance with the Company's compensation policy for non-employee directors
as described in the Company's definitive proxy statement filed with the
Securities and Exchange Commission (the "SEC") on April 24, 2020, Mr. Dominguez
will receive an annual cash retainer of $75,000 for service on the Board
(subject to proration and the previously disclosed reduction in cash
compensation approved by the Board) and an annual equity grant under the
OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan in the
form of restricted share units valued at $120,000. In addition, the Company has
entered into its standard form of indemnification agreement with Mr. Dominguez.
A form of indemnification agreement was previously filed with the SEC on
February 18, 2014 as Exhibit 10.5 to the Company's Registration Statement on
Form S-11 (File No. 333-189643).
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 8, 2020. At the Annual Meeting, the
Company's stockholders voted for (1) the re-election of two incumbent directors,
Jeremy J. Male and Joseph H. Wender, 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 2020; 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 two Class III director nominees.
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Jeremy J. Male 123,185,898 3,394,096 70,850 9,116,893
Joseph H. Wender 93,473,542 33,111,391 65,911 9,116,893
(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as
the Company's independent registered public accounting firm for fiscal year
2020.
Votes For Votes Against Abstentions Broker Non-Votes
134,650,026 1,050,299 67,412 -
(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
123,846,334 2,625,808 178,702 9,116,893
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