UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2022
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OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-36367 | | 46-4494703 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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| 405 Lexington Avenue, 17th Floor | | |
| New York, | New York | | 10174 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 297-6400
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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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01, per share | 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).
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. ☐
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 9, 2022, the board of directors (the “Board”) of OUTFRONT Media Inc. (the “Company”) adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to, among other things, (i) reflect amendments to the Maryland General Corporation Law, including to expressly provide that the Board is authorized to determine that stockholder meetings may be held by remote communication; (ii) enhance the Company’s flexibility with respect to the organization and conduct of stockholder meetings and proxy solicitations in proxy contests; and (iii) expand and clarify the advance notice provision requirements and procedures in the Bylaws, including requiring a stockholder proponent to comply with Rule 14a-19 (the universal proxy rules) under the Securities Exchange Act of 1934, as amended. In addition, the Bylaws include various clarifying, conforming and ministerial changes. The Bylaws became effective upon adoption by the Board on December 9, 2022. The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed herewith:
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Exhibit
Number | | Description |
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| 3.1 | | Amended and Restated Bylaws of OUTFRONT Media Inc. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
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Exhibit
Number | | Description |
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| 3.1 | | |
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| 104 | | Cover 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.
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| OUTFRONT MEDIA INC. |
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| By: | | /s/ Matthew Siegel |
| | Name: | | Matthew Siegel |
| | Title: | | Executive Vice President and |
| | | | Chief Financial Officer |
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Date: December 9, 2022
