0001579877FALSE00015798772024-12-172024-12-17

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): December 17, 2024 (December 16, 2024)
 _________________________
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    
On December 17, 2024, OUTFRONT Media Inc. (the “Company”) announced that Jeremy J. Male, the Company’s Chairman and Chief Executive Officer, will retire from the Company. The retirement was mutually agreed between Mr. Male and the board of directors of the Company pursuant to a letter agreement, dated as of December 16, 2024 (the “Letter Agreement”), providing for Mr. Male’s continued services through March 31, 2025, or, if the Company and Mr. Male mutually agree, a later date not to exceed June 30, 2025. The Letter Agreement provides that Mr. Male’s retirement will be a resignation for “Good Reason” under Mr. Male’s Employment Agreement with the Company, dated as of September 18, 2017, and that Mr. Male will be entitled to the payments and benefits provided for thereunder.

The Company has initiated a search to fill Mr. Male’s position, and Mr. Male will assist with the transition to his successor.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
    (d) Exhibits. The following exhibits are filed herewith:
Exhibit
Number
Description
10.1Letter Agreement between OUTFRONT Media Inc. and Jeremy J. Male, dated as of December 16, 2024.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



EXHIBIT INDEX
Exhibit
Number
Description
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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: December 17, 2024
                        






Exhibit 10.1
image_0.jpg


December 16, 2024


Jeremy J. Male
At the address on file with the Company


RE: Leadership Transition


Dear Jeremy,
The Board of Directors (the “Board”) of Outfront Media, Inc. (the “Company”) expresses its deep appreciation for your leadership, the many contributions made over the past 11 years and your agreement to assist in the transition to the next generation of leadership. This letter sets forth the agreements we have reached regarding your retirement, and we appreciate and look forward to your continued service.
1.    Transition. You will continue to serve as the Chief Executive Officer of the Company and Chairman of the Board until March 31, 2025, while the Board engages in a search for your successor. If the Board identifies and appoints a new Chief Executive Officer before that date, you will serve the remainder of your term as senior advisor to the Board, assisting with the transition. On the earlier of such appointment and March 31, 2025, you will automatically and without any further action retire from your positions as Chief Executive Officer, Chairman and member of the Board, and, on March 31, 2025, your employment with the Company will cease (collectively, your “Retirement”). If the Board has not appointed a new Chief and Executive Officer by March 31, 2025, and you and the Board mutually agree, your Retirement may be postponed until the earlier of (a) the Board identifies and appoints a new Chief Executive Officer and (b) June 30, 2025.
2.    Compensation. During the period of your continued service, you will continue to be eligible for the compensation provided for in your Employment Agreement, dated September 18, 2017 (the “Employment Agreement”) as follows: (a) you will continue to receive your annual base salary at the rate in effect on the date hereof (the “Base Salary”); (b) you will continue to be eligible for your annual cash bonus (the “Cash Bonus”) for fiscal year 2024 in accordance with the Executive Bonus Plan (without proration); and (c) you will continue to be eligible for your annual Cash Bonus for fiscal year 2025 in accordance with the Executive Bonus Plan (with proration), and in accordance therewith, will have an annual bonus target for fiscal year 2025 equal to 115% of your Base Salary.

2
3.    Resignation for Good Reason. The Company agrees that your Retirement in accordance with Section 1 hereof will be considered a resignation for “Good Reason” (as defined in your Employment Agreement) and that you will be entitled to the amounts and benefits set forth in Paragraph 7(b) of your Employment Agreement, subject to the conditions set forth in such Paragraph, including your compliance with the restrictive covenants set forth in Paragraph 6 of the Employment Agreement and your execution and non-revocation of a general release of claims in favor of the Company. In addition, subject to such compliance, following the end of the Non-Compete Period (as defined in Paragraph 6(a) of your Employment Agreement), the last two sentences of Paragraph 7(b)(ii)(C)(3) of your Employment Agreement will cease to apply. (This Section 3 supersedes the procedural requirements of Section 7(b)(i) for termination for Good Reason in the Employment Agreement.)
4.    Repatriation Expenses. In lieu of the reimbursement obligations contained in paragraph 7(D) of the Employment Agreement, the Company will provide you with a payment of $100,000.
5.    Legal Fees. Upon presentation of reasonable documentation, the Company will reimburse you for reasonable and customary attorneys’ fees incurred in connection with the review of this letter, up to a maximum amount of $25,000 in the aggregate.
6.    Employment Agreement Remains in Full Force and Effect. Except to the limited extent set forth in Sections 2, 3, 4 and 5 hereof, the Employment Agreement remains in full force and effect. Without limiting the generality of the foregoing, any termination of your employment other than in accordance with Sections 1 and 3 hereof (including, if applicable, pursuant to Sections 7(a), (c) and (d) of the Employment Agreement) will be governed by the terms of the Employment Agreement.
[Signature Page Follows]


Please confirm, by returning to the Company the enclosed copy of this letter, signed where indicated, that you have knowingly and voluntarily decided to accept and agree to the foregoing.

We truly appreciate your continued leadership and assistance during this transition.
Very truly yours,
__/s/ Joseph H. Wender _________
Name:    Joseph H. Wender
Title:    Lead Independent Director of the Board



ACCEPTED AND AGREED,
as of the date first written above
_/s/ Jeremy J. Male______
Jeremy J. Male

        [Signature Page to Letter Agreement]
v3.24.4
Cover Page
Dec. 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 17, 2024
Exact name of registrant as specified in its charter OUTFRONT Media Inc.
State or other jurisdiction of incorporation MD
Commission File Number 001-36367
I.R.S. Employer Identification Number 46-4494703
Entity Address, Address Line One 90 Park Avenue, 9th Floor
Entity Address, City or Town New York,
Entity Address, State or Province NY
Zip Code 10016
City Area Code 212
Registrant's telephone number 297-6400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01, par value
Trading Symbol OUT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001579877
Amendment Flag false
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