OUTFRONT Media Inc.
For the period ended Apr 21, 2026. Filed Apr 21, 2026.
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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 21, 2026 · Filed Apr 21, 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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 21, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc. on June 3, 2026, at 10:00 a.m., Eastern 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/OUT2026 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,
NICOLAS BRIEN
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To OUTFRONT Media Inc. Stockholders:
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of OUTFRONT Media Inc., a Maryland corporation (the “Company”), will be held on June 3, 2026, at 10:00 a.m., Eastern Time, via a live audio webcast located atwww.virtualshareholdermeeting.com/OUT2026. The Annual Meeting will be held to consider and vote upon the following proposals:
To elect the director nominees named in the accompanying proxy statement, each to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies.
To ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026.
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement.
To approve the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.
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 10, 2026 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 21, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 3, 2026: the Company’s proxy statement and 2025 annual report to stockholders are available atwww.proxyvote.com.
By Order of the Board of Directors,
LOUIS J. CAPOCASALE
Corporate Secretary
April 21, 2026
| PAGE | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 5 |
| Executive Officers | 5 |
| Board of Directors | 6 |
| Board Committees | 16 |
| Director Compensation | 18 |
| EXECUTIVE COMPENSATION | 21 |
| Compensation Discussion and Analysis | 21 |
| Executive Summary | 21 |
| 2025 Say-on-Pay Outcome and Frequency of Say-on-Pay Outcome | 26 |
| Evaluating 2025 Compensation and Use of Market Data | 26 |
| Elements of 2025 NEO Compensation | 27 |
| Stock Ownership Guidelines | 36 |
| Clawback Policy | 37 |
| Insider Trading Policy | 37 |
| Compensation Risk Assessment | 37 |
| Compensation Committee Report | 38 |
| 2025 Summary Compensation Table | 39 |
| 2025 Grants of Plan-Based Awards | 40 |
| Employment Agreements | 43 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 48 |
| 2025 Option Exercises and Stock Vested | 49 |
| 2025 Pension Benefits | 49 |
| 2025 Non-qualified Deferred Compensation | 49 |
| Potential Payments upon Termination or Change in Control | 51 |
| CEO Pay Ratio | 59 |
| Pay Versus Performance | 60 |
| Equity Compensation Plan Information | 63 |
| STOCK OWNERSHIP INFORMATION | 65 |
| Security Ownership of Certain Beneficial Owners and Management | 65 |
| Delinquent Section 16(a) Reports | 67 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 68 |
| Transaction and Related Persons | 68 |
| Review, Approval or Ratification of Transactions with Related Persons | 68 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 69 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 |
| Audit and Non-Audit Fees | 70 |
| Report of the Audit Committee | 71 |
| PROPOSAL NO. 3 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 72 |
| PROPOSAL NO. 4—VOTE TO APPROVE THE OUTFRONT MEDIA INC. AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN | 73 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS | 82 |
| OTHER MATTERS | 82 |
| Appendix A — OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan | A-1 |
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