🗓️ What This Document Is

This document is a Proxy Statement (DEF 14A), which is essentially a detailed rulebook for a company’s annual shareholder meeting. When a company issues this, it is required by the SEC to inform you, the stockholder, about what decisions you will be asked to vote on. The purpose is to provide full transparency regarding corporate governance—who runs the company and how those decisions are made.

The proxy materials are for the 2026 Annual Meeting of Stockholders.

• Date: The meeting is scheduled for June 3, 2026, at 10:00 a.m. Eastern Time.
• Format: The meeting will be conducted virtually via a live audio webcast at www.virtualshareholdermeeting.com/OUT2026.
• Action Item: Stockholders are strongly urged to cast their vote promptly, regardless of whether they plan to attend.
• Key Date: The deadline for stock ownership (the "Record Date") is April 10, 2026. Only stockholders of record on this date are entitled to vote.

🏢 What OUTFRONT Media Inc. Does

In simple terms, OUTFRONT Media Inc. is a major player in the advertising and media landscape. While the filing focuses heavily on governance, we know the company operates in the highly visible outdoor advertising space.

• Business Model: They operate through outdoor advertising assets (like billboards and digital screens) and provide advertising services across various media channels.
• Corporate Status: The Company is a Maryland corporation and maintains its adherence to significant governance standards, including the NYSE listing standards.
• 👉 Why it matters: Because the company is a billboard and media ad space owner, its corporate governance is critical, as the decisions made by the Board and officers directly impact its physical assets and future advertising revenue.

👨‍💼 The Leadership Team and Board

This filing meticulously details the people who run and oversee OUTFRONT. It is a crucial section because corporate structure dictates accountability and strategic direction.

Executive Officers The company is managed by a team of seasoned executives. Some key roles and individuals include:

• Nicolas Brien: Chief Executive Officer and Director. Mr. Brien has a highly extensive background, having held CEO roles at major global advertising, media, and digital marketing firms, including Dentsu Aegis Network Ltd.
• Matthew Siegel: Executive Vice President, Chief Financial Officer. He has a long history in finance, including roles at CBS Radio Inc. and Time Warner Cable Inc.
• Richard H. Sauer: Executive Vice President, General Counsel. He brings deep legal expertise, having previously been a partner at firms like Duane Morris LLP and Jones Day.
• James Norton: Executive Vice President, Chief Revenue Officer, Enterprise. He has experience at major companies like Google, Inc., and has been involved in growing platforms like Flowcode.
• Stacy L. Minero: Executive Vice President, Chief Marketing and Experience Officer. She brings background experience from both the video game industry (Epic Games, Inc.) and major social media platforms (Twitter, Inc.).

Board of Directors The Board consists of nine directors, and the company emphasizes a commitment to strong oversight.

• The Structure: The Board's leadership structure separates the roles of the Chief Executive Officer (Nicolas Brien) and the Chairman (Michael J. Dominguez).
• Independent Oversight: The Board includes several independent directors, such as Michael Barrett, Mark Carleton, and Angela Courtin. These independent members are vital because they are not employees of the company and provide objective, outside perspectives during decision-making.
• 👉 Why it matters: The board's diverse backgrounds—spanning law, finance, media, and advertising technology—suggest the company has built in checks and balances designed to maintain professional oversight.

🗳️ Proposals for the Annual Meeting

The Annual Meeting requires stockholders to vote on several key issues. Voting on these proposals is how owners directly participate in the company's ongoing management and financial oversight.

1. Electing Directors (Proposal No. 1)

• What it is: Stockholders vote to elect all current directors (including Messrs. Barrett, Brien, Carleton, Diaz, Dominguez, Mathes, Mses. Courtin, Pangis, and Tolson).
• Voting Requirement: Election requires an affirmative vote of a majority of votes cast.
• Resignation Rule: A unique governance provision is in place: if a director nominee receives a "Majority Against Vote" (more votes against than for), that director must promptly tender a written offer of resignation to the Board Chairman.

2. Ratifying the Independent Auditor (Proposal No. 2)

• What it is: Stockholders vote to approve the appointment of PricewaterhouseCoopers LLP to serve as the company’s independent public accounting firm for the 2026 fiscal year.
• Voting Requirement: Requires an affirmative vote of a majority of the votes cast.
• 👉 Why it matters: This vote signals shareholder trust in the firm that will audit the company's financial health, ensuring the financial statements are reliable.

3. Compensation of Named Executive Officers (Proposal No. 3)

• What it is: Stockholders vote on a non-binding advisory basis to approve the compensation of the named executive officers. This is known as a "Say-on-Pay" vote.
• Voting Requirement: Requires an affirmative vote of a majority of the votes cast.
• Impact: Although the vote is non-binding, the Board will consider the outcome when making future compensation decisions.

4. Omnibus Stock Incentive Plan (Proposal No. 4)

• What it is: Stockholders vote to approve the Amended and Restated Omnibus Stock Incentive Plan. This is the legal vehicle that allows the company to grant equity compensation (like stock options) to executives and employees.
• Voting Requirement: Requires an affirmative vote of a majority of the votes cast.
• 👉 Why it matters: The plan dictates how company talent is incentivized. Passing this proposal keeps the company legally equipped to reward key employees with equity.

🛡️ Governing the Business (Corporate Governance)

Governance rules are the unwritten constitution of the company. This section outlines the specific committees, risk management protocols, and ethical boundaries the Board has put in place.

Board Committees and Oversight The Board's oversight duties are delegated to specialized committees to ensure all aspects of the company are reviewed by experts.

• Audit Committee: This committee is highly responsible for reviewing the accuracy of the annual audited financial statements and overseeing the internal control systems and financial reporting procedures.
• Compensation Committee: This committee is focused on reviewing and monitoring the risk associated with the company's compensation programs to ensure they do not encourage "unnecessary and excessive risk-taking."
• Nominating and Governance Committee: This committee oversees the process of finding and evaluating potential directors, ensuring adherence to independence and diversity standards.

Risk Management and Policies The Board’s overall risk oversight is exhaustive, showing a commitment to operational resilience.

• Operational Risks: The Board receives regular reports on areas like credit and liquidity risks (from the CFO), legal and material legal proceedings (from the General Counsel), and human capital risks (from the Chief People Officer).
• Cybersecurity & AI: Oversight specifically covers information security, cybersecurity, and the emerging risks related to artificial intelligence and technology enhancement.
• Emergency Planning: The Company maintains an incident response plan that is tested annually to address major unexpected events, such as a pandemic or a cybersecurity breach.

♻️ Sustainability and Ethics Initiatives

Modern corporations are increasingly judged by their commitment to social and environmental responsibility, referred to as ESG. OUTFRONT is addressing this through concrete operational changes.

• Energy Efficiency: The company is actively upgrading lighting on static billboards and in its offices to enhance energy efficiency and lower operating costs.
• Material Recycling: They are committing to the recycling or repurposing of all polyvinyl chloride (“PVC”) advertising displays and defective electronic devices.
• Digital Transition: A major strategic move is the continued effort to convert static advertising displays to digital displays. This reduces the physical material (like PVC) used and decreases the fuel emissions associated with transporting physical materials.
• Workplace Culture: The Company emphasizes elevating its culture to foster collaboration, respect, and inclusion among employees.

📞 Where to Find More Information

This section acts as a roadmap for shareholders who want to learn more or who have questions about the voting process.

• Primary Website: All materials are available online at www.proxyvote.com.
• Corporate Secretary: For governance-related inquiries, contact the Corporate Secretary at OUTFRONT Media Inc., 90 Park Avenue, 9th Floor, New York, New York 10016.
• Proxy Solicitor: For general questions about the Annual Meeting or voting procedures, contact MacKenzie Partners, Inc. at (800) 322-2885 (toll-free).
• Investor Relations: For all other general business inquiries, contact [email protected].

🧠 The Analogy

Think of the Annual Meeting and Proxy Statement like getting a highly detailed owner's manual for a complex machine, like an airplane. It doesn't show you the flight path (the daily operations) or how many passengers are on board (the quarterly sales), but it tells you: 1) who the pilots, mechanics, and chief engineers are (The Officers and Directors); 2) the safety procedures (Risk Oversight); 3) what upgrades are recommended (The Proposals); and 4) the rules for running the whole thing (Governance). Every section is there to ensure the people in charge are qualified, the processes are sound, and the owner (you) knows how to guide the vehicle.

🧩 Final Takeaway

This filing is less about OUTFRONT’s recent profits and more about its structural integrity. The company emphasizes robust corporate governance, detailed oversight of risks (especially cybersecurity and AI), and a strong commitment to sustainable, modern business practices.