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OUTFRONT Media Inc.

For the period ended Apr 19, 2024. Filed Apr 19, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 19, 2024 · Filed Apr 19, 2024

OUT$30.79-3.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12

OUTFRONT Media Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 19, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc. on June 3, 2024, at 10:00 a.m., Eastern Daylight Time. In order to provide expanded access, improved communication and cost savings for our stockholders, the Annual Meeting will again be a virtual meeting. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live audio webcast by visitingwww.virtualshareholdermeeting.com/OUT2024 and by following the procedures set forth in the proxy materials.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting by webcast, we strongly urge you to cast your vote promptly. The enclosed materials contain instructions on how you can exercise your right to vote over the internet, by telephone or by mail.

Thank you for your continued support of OUTFRONT Media Inc.

Sincerely,

JEREMY J. MALE

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To OUTFRONT Media Inc. Stockholders:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), will be held on June 3, 2024, at 10:00 a.m., Eastern Daylight Time, via a live audio webcast located atwww.virtualshareholdermeeting.com/OUT2024. The Annual Meeting will be held to consider and vote upon the following proposals:

  1. To elect the director nominees named in the accompanying proxy statement, each to serve until the 2025 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies.

  2. To ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2024.

  3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement.

  4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on April 8, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Each stockholder of record is entitled to one vote for each share of common stock held at that time.

Your vote is important to us. You may cast your vote over the internet, by telephone, or by mail.

The proxy materials are first being made available to stockholders on or about April 19, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 3, 2024: the Company’s proxy statement and 2023 annual report to stockholders are available atwww.proxyvote.com.

By Order of the Board of Directors,

LOUIS J. CAPOCASALE

Corporate Secretary

April 19, 2024

TABLE OF CONTENTS

PAGE
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING1
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE5
Executive Officers5
Board of Directors6
Board Committees17
Compensation Committee Interlocks and Insider Participation19
Director Compensation19
EXECUTIVE COMPENSATION22
Compensation Discussion and Analysis22
Executive Summary22
2023 Say-on-Pay Outcome and Frequency of Say-on-Pay Outcome27
Evaluating 2023 Compensation and Use of Market Data27
Elements of 2023 NEO Compensation28
Stock Ownership Guidelines34
Compensation Deductibility Policy34
Compensation Risk Assessment34
Compensation Committee Report36
2023 Summary Compensation Table37
2023 Grants of Plan-Based Awards37
Employment Agreements39
2023 Outstanding Equity Awards at Fiscal Year-End42
2023 Option Exercises and Stock Vested43
2023 Pension Benefits43
2023 Non-qualified Deferred Compensation43
Potential Payments upon Termination or Change in Control44
CEO Pay Ratio50
Pay Versus Performance51
Equity Compensation Plan Information54
STOCK OWNERSHIP INFORMATION55
Security Ownership of Certain Beneficial Owners and Management55
Delinquent Section 16(a) Reports57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS58
Transaction and Related Persons58
Review, Approval or Ratification of Transactions with Related Persons58
PROPOSAL NO. 1 — ELECTION OF DIRECTORS59
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM60
Audit and Non-Audit Fees60
Report of the Audit Committee62
PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS63
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS64
OTHER MATTERS64

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