---
schema_version: "secwatch.filing_event.v1"
accession: "0001579877-23-000055"
form_type: "8-K"
ticker: "OUT"
cik: "0001579877"
company_name: "OUTFRONT Media Inc."
filed_at: "2023-06-06T23:59:59+00:00"
generated_at: "2026-06-14T06:37:44.247028+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve amended stock incentive plan increasing authorized shares by 6.5M

## Summary
- Amended Omnibus SIP approved; shares reserved increased by 6,475,000 to 19,575,000 total.
- Plan expiration extended from March 26, 2024 to June 5, 2033.
- All eight incumbent directors re-elected; PwC ratified as auditor for FY2023.
- Non-binding advisory vote on executive compensation approved.
- Plan clarifies tax provisions and compliance with clawback policy.

## SEC filing metadata
- accession: 0001579877-23-000055
- form_type: 8-K
- ticker: OUT
- cik: 0001579877
- company_name: OUTFRONT Media Inc.
- filed_at: 2023-06-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/0001579877-23-000055-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/out-20230606.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001579877-23-000055
- JSON: https://secwatch.observer/filing/0001579877-23-000055.json
- Plain text: https://secwatch.observer/filing/0001579877-23-000055.txt

## Key facts
- Shareholder Votes
  OUTFRONT Media Inc. shareholders approved Approval of the Amended and Restated Omnibus Stock Incentive Plan. at the 2023-06-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 6, 2023. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of eight incumbent directors, Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson 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 2023; (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 eight director nominees. Nominee Votes For Votes Against Abstentions Broker Non-Votes Nicolas Brien 149,920,305 5,329,770 62,665 5,459,565 Angel
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/0001579877-23-000055-index.htm
- Shareholder Votes
  OUTFRONT Media Inc. shareholders approved Election of eight director nominees: Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson, Joseph H. Wender. at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 6, 2023. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of eight incumbent directors, Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson 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 2023; (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 eight director nominees. Nominee Votes For Votes Against Abstentions Broker Non-Votes Nicolas Brien 149,920,305 5,329,770 62,665 5,459,565 Angel
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/0001579877-23-000055-index.htm
- Shareholder Votes
  OUTFRONT Media Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2023. at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 6, 2023. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of eight incumbent directors, Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson 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 2023; (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 eight director nominees. Nominee Votes For Votes Against Abstentions Broker Non-Votes Nicolas Brien 149,920,305 5,329,770 62,665 5,459,565 Angel
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/0001579877-23-000055-index.htm
- Shareholder Votes
  OUTFRONT Media Inc. shareholders approved Advisory vote on executive compensation. at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on June 6, 2023. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of eight incumbent directors, Nicolas Brien, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Jeremy J. Male, Peter Mathes, Susan M. Tolson 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 2023; (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 eight director nominees. Nominee Votes For Votes Against Abstentions Broker Non-Votes Nicolas Brien 149,920,305 5,329,770 62,665 5,459,565 Angel
  evidence_url: https://www.sec.gov/Archives/edgar/data/1579877/000157987723000055/0001579877-23-000055-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.