Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


               of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Investment Agreement, dated as of April 16, 2020 (the "Investment Agreement"), among OUTFRONT Media Inc. (the "Company), certain affiliates of Providence Equity Partners L.L.C. (collectively, the "Providence Purchasers") and ASOF Holdings I, L.P. and Ares Capital Corporation (collectively, the "Ares Purchasers" and, together with the Providence Purchasers, the "Purchasers"), relating to the Company's previously disclosed issuance and sale of an aggregate of 400,000 shares of the Company's Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, to the Purchasers, on June 8, 2020, the Company's board of directors (the "Board") increased the size of the Board by one and elected Michael J. Dominguez, a director nominee designated by the Providence Purchasers to the Board, as a Class I director, effective as of June 8, 2020 after the Company's 2020 Annual Meeting of Stockholders (the "Annual Meeting"), for a term expiring at the Company's 2021 Annual Meeting of Stockholders, or until his earlier resignation or removal. The Board considered the independence of Mr. Dominguez under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines, and concluded that Mr. Dominguez is an independent director under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. Currently, Mr. Dominguez is not expected to serve as a member of any committee of the Board.

There are no transactions between Mr. Dominguez and the Company that would be reportable under Item 404(a) of Regulation S-K.

In accordance with the Company's compensation policy for non-employee directors as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 24, 2020, Mr. Dominguez will receive an annual cash retainer of $75,000 for service on the Board (subject to proration and the previously disclosed reduction in cash compensation approved by the Board) and an annual equity grant under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan in the form of restricted share units valued at $120,000. In addition, the Company has entered into its standard form of indemnification agreement with Mr. Dominguez. A form of indemnification agreement was previously filed with the SEC on February 18, 2014 as Exhibit 10.5 to the Company's Registration Statement on Form S-11 (File No. 333-189643). Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 8, 2020. At the Annual Meeting, the Company's stockholders voted for (1) the re-election of two incumbent directors, Jeremy J. Male 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 2020; and (3) the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers. 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 two Class III director nominees.



Nominee              Votes For     Votes Against    Abstentions     Broker Non-Votes
Jeremy J. Male      123,185,898      3,394,096         70,850          9,116,893
Joseph H. Wender    93,473,542      33,111,391         65,911          9,116,893

(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for fiscal year 2020.


  Votes For     Votes Against    Abstentions     Broker Non-Votes
 134,650,026      1,050,299         67,412              -

(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
 123,846,334      2,625,808        178,702          9,116,893

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