Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment
                of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, OUTFRONT Media Inc. (the "Company") held its 2023 Annual Meeting of Stockholders on June 6, 2023 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved, among other things, the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the "Amended and Restated Omnibus SIP"). The Amended and Restated Omnibus SIP was previously approved by the Company's board of directors (the "Board") on April 20, 2023.

The Amended and Restated Omnibus SIP is substantially similar to the prior version of the plan, except that the Amended and Restated Omnibus SIP:

•increases the number of shares of the Company's common stock reserved for issuance under the Company's prior plan by 6,475,000 shares, so that the aggregate number of shares reserved for issuance under the Amended and Restated Omnibus SIP is 19,575,000 shares, comprised of the 8,000,000 shares initially reserved for issuance under the original plan as of the date such plan first became effective on March 27, 2014 and 5,100,000 shares reserved for issuance under the prior plan, plus the 6,475,000 new shares;

•extends the plan's expiration date from March 26, 2024 to June 5, 2033;

•clarifies certain tax-related provisions with respect to any potential incentive stock options, as further described in the Amended and Restated Omnibus SIP; and

•clarifies how the awards under the plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with the Company's "clawback" policy (or similar corporate policies) and applicable law.

The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Omnibus SIP, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.




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

Angela Courtin 149,905,698 5,351,612 55,430 5,459,565 Manuel A. Diaz 126,124,619 29,126,548 61,573 5,459,565 Michael J. Dominguez 149,996,245 5,256,619 59,876 5,459,565 Jeremy J. Male 147,896,495 7,361,073 55,172 5,459,565 Peter Mathes

            149,441,204      5,811,440         60,096          5,459,565
Susan M. Tolson         118,820,781     36,440,262         51,697          5,459,565
Joseph H. Wender        126,142,496     29,109,390         60,854          5,459,565

(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2023.

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  Votes For     Votes Against    Abstentions     Broker Non-Votes
 160,071,580       638,471          62,254              -

(3) Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.



  Votes For     Votes Against    Abstentions     Broker Non-Votes
 145,515,292      9,628,646        168,802          5,459,565

(4) Approval of the Amended and Restated Omnibus SIP.

Votes For Votes Against Abstentions Broker Non-Votes

148,397,145 6,815,605 99,990 5,459,565

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:



Exhibit
Number                                               Description

    10.1            OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

     104            Cover Page Interactive Data File (embedded within the Inline XBRL document).

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