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 0310, 2025 (June 9, 2025)

_________________________

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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~OUTFRONT~~On ~~Media~~June ~~Inc.~~9, ~~(the “Company”) held its~~ 2025, ~~Annual~~Mark ~~Meeting~~Carleton ofwas ~~Stockholders~~elected onto ~~June~~the 3,Board ~~2025~~of Directors (the “~~Annual Meeting~~Board”). Atof ~~the~~OUTFRONT ~~Annual~~Media ~~Meeting,~~Inc. (the “Company~~’s stockholders voted for (1~~”), ~~the~~effective ~~re-election~~as of ~~six~~June ~~incumbent directors~~11, ~~Nicolas Brien~~2025, ~~Angela~~for ~~Courtin,~~a ~~Manuel~~term A.expiring ~~Diaz,~~at ~~Michael~~the J.Company’s ~~Dominguez,~~2026 ~~Peter~~Annual ~~Mathes~~Meeting ~~and~~of ~~Susan M. Tolson~~Stockholders, toor ~~the~~until ~~Board~~his ofearlier ~~Directors;~~resignation ~~(2)~~or ~~the~~removal ~~ratification~~from of the ~~appointment~~Board. ofMr. ~~PricewaterhouseCoopers~~Carleton ~~LLP~~will toalso serve as ~~the Company’s independent registered public accounting firm for fiscal year 2025; and (3) the approval, on~~ a ~~non-binding~~member ~~advisory basis,~~ of the ~~compensation~~audit ofcommittee ~~the Company’s named executive officers. The final voting results on each~~ of the ~~matters~~Board, ~~submitted~~effective toas ~~a vote~~ of ~~stockholders~~June at11, ~~the~~2025. ~~Annual Meeting were as follows:~~

~~(1)~~There ~~Election~~is no arrangement or understanding with any person pursuant to which Mr. Carleton was appointed as a member of ~~six~~the ~~director~~Board. ~~nominees~~There are no transactions between Mr. Carleton and the Company that would be reportable under Item 404(a) of Regulation S-K.

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Nicolas Brien	151,634,170	2,524,127	23,053	11,263,306
Angela Courtin	135,059,767	19,102,611	18,972	11,263,306
Manuel A. Diaz	152,320,885	1,841,930	18,535	11,263,306
Michael J. Dominguez	150,754,763	3,393,043	33,544	11,263,306
Peter Mathes	150,295,252	3,865,458	20,640	11,263,306
Susan M. Tolson	124,247,546	29,914,711	19,093	11,263,306

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 21, 2025, Mr. Carleton will receive an annual cash retainer of $82,500 for service on the Board and $15,000 for service on the audit committee of the Board, as well as 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 $145,000 (subject to proration). In addition, the Company will enter into its standard form of indemnification agreement with Mr. Carleton. 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).

(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2025.

Votes For			Votes Against			Abstentions			Broker Non-Votes
164,984,532			436,058			24,066			—

(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
150,365,638			3,722,435			93,277			11,263,306

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 310, 2025

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