UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 11, 2015 (June 9, 2015)
  _________________________
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)

 
 
 
405 Lexington Avenue, 17 th  Floor
New York, New York
 
10174
(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))




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

On June 9, 2015, William Apfelbaum was elected to the board of directors of OUTFRONT Media Inc. (the “Company”) as a Class II director, to serve for the remainder of the full Class II term, or until his resignation or removal.  On June 9, 2015, Mr. Apfelbaum was appointed to serve as a member of the Compensation Committee of the Company’s board of directors (the “Compensation Committee”). There is no arrangement or understanding with any person pursuant to which Mr. Apfelbaum was appointed as a member of the Company’s board of directors. 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 23, 2015, and as updated by the 2015 director compensation arrangements and revised director equity compensation terms and conditions, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference, Mr. Apfelbaum will receive an annual cash retainer of $70,000 for service on the Company’s board of directors, $10,000 for service on the Compensation Committee, and an annual equity grant under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”) in the form of restricted share units (“RSUs”) valued at $120,000.

In addition to the compensation that Mr. Apfelbaum will receive in connection with his appointment as a member of the Company’s board of directors, the Company has entered into its standard form of indemnification agreement with Mr. Apfelbaum. 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).

Mr. Apfelbaum is the sole member of First Trilogy LLC (“First Trilogy”), which provided finders and consulting services to Videri Inc. (“Videri”) in connection with Videri and an affiliate of Videri entering into a Development and License Agreement (the “License Agreement”) with the Company on December 1, 2014. Pursuant to the License Agreement, the Company agreed to issue approximately 926,616 shares of the Company’s common stock (valued at $25.0 million based on an agreed price under the License Agreement) to Videri and an affiliate of Videri, upon the satisfaction of certain milestones. To date, the Company has issued approximately 365,086 shares of its common stock to Videri and an affiliate of Videri, and invested $3.0 million in Videri for a minority interest. Pursuant to First Trilogy’s finder’s and consulting agreement with Videri, First Trilogy is entitled to receive approximately 46,330 shares of the Company’s common stock from Videri (which equals approximately $1.3 million based on the closing price of the Company’s common stock on the New York Stock Exchange on June 2, 2015), as a finder’s fee, of which approximately 18,253 shares have been issued to First Trilogy as of the date hereof, and is entitled to receive a portion of the free cash flow, if any, that Videri receives from the project under the License Agreement in the future.

Stockholder Approval of Compensation Plans

As described in Item 5.07 below, at the Company’s 2015 Annual Meeting of Stockholders held on June 9, 2015, the Company’s stockholders approved the Amended and Restated Omnibus SIP and the OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan (the “Amended and Restated Bonus Plan”). The Amended and Restated Omnibus SIP and the Amended and Restated Bonus Plan were previously approved by the Company’s board of directors on February 19, 2015, and are substantially similar to the prior versions of such plans, except as further described below.

The Amended and Restated Omnibus SIP authorizes the Compensation Committee to provide equity-based compensation in the form of a variety of awards including stock options, stock appreciation rights, restricted shares, RSUs, shares of Company common stock, dividend equivalents, performance awards and other awards for the purposes of providing non-employee directors, officers, employees and certain individual consultants and individual advisors providing services to the Company and Company subsidiaries incentives and rewards for performance. Stockholder approval of the Amended and Restated Omnibus SIP is considered stockholder approval of the material terms for “qualified performance-based compensation” under the Amended and Restated Omnibus SIP for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

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

•
Adds the following performance metrics that may be used for “qualified performance-based compensation” awards for purposes of Section 162(m), which new metrics were not included in the prior version of the plan: (1)




operational cash flow; (2) net profit; (3) net income; (4) return on equity after tax; (5) return on equity before tax; (6) return on capital employed; (7) net operating profit before tax; (8) economic value added; (9) expense or cost levels; and (10) bank debt or other long-term or short-term public or private debt or other similar financial obligation levels;

•
Includes a definition of “change in control,” which is considered a best practice by institutional shareholder advisory firms; and

•
Revises the anti-repricing provisions of the prior version of the plan regarding the ability of the Compensation Committee to reprice stock options without stockholder approval to clarify that a “repricing” will also include the cancellation of stock options in exchange for cash.

As a result, under the Amended and Restated Omnibus SIP, the management objectives applicable to performance awards intended to qualify as “qualified performance-based compensation” for purposes of Section 162(m) must relate to specified amounts, targets or objectives related to one or more of the following metrics: operating income before depreciation and amortization; operating income; free cash flow; operational cash flow; net earnings; net earnings from continuing operations; earnings per share; earnings before interest, taxes, depreciation and amortization; revenue; net revenue; net profit; net income; funds from operations; adjusted funds from operations; total shareholder return; share price; return on equity after tax; return on equity before tax; return in excess of cost of capital; profit in excess of cost of capital; return on assets; return on invested capital; return on capital employed; net operating profit after tax; net operating profit before tax; operating margin; profit margin; economic value added; expense or cost levels; bank debt or other long-term or short-term public or private debt or other similar financial obligation levels; or any combination of these metrics.
 
The Amended and Restated Bonus Plan is the plan through which the Company provides annual cash bonuses to its executive officers and certain of its other executives. Stockholder approval of the Amended and Restated Bonus Plan is considered stockholder approval of the material terms for “qualified performance-based compensation” under the Amended and Restated Bonus Plan for purposes of Section 162(m).

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

•
Adds the following performance metrics that may be used for “qualified performance-based compensation” awards for purposes of Section 162(m), which new metrics were not included in the prior version of the plan: (1) operational cash flow; (2) earnings per share from continuing operations; (3) earnings before any one or more of interest, taxes, depreciation and amortization; (4) net profit; (5) net income; (6) return on equity after tax; (7) return on equity before tax; (8) return on capital employed; (9) net operating profit before tax; (10) economic value added; (11) expense or cost levels; and (12) bank debt or other long-term or short-term public or private debt or other similar financial obligation levels;

•
Decreases the maximum limit on the amount of the award that may be paid to a participant under the Amended and Restated Bonus Plan during any fiscal year from (1) the lesser of (A) $25 million and (B) eight times the participant’s base salary at the beginning of the performance period to (2) the lesser of (A) $15 million and (B) eight times the participant’s base salary at the beginning of the performance period;

•
Clarifies provisions regarding the items that may be included or excluded in evaluating whether the applicable performance goals for an award have been achieved (for example, the Compensation Committee may include or exclude certain items that may occur during any fiscal year, including, but not limited to, asset write downs, litigation or claim judgments or settlements, and acquisitions and divestitures); and

•
Provides that a participant must be employed by the Company on the date the payment of the award is made, unless the Compensation Committee specifies otherwise.

As a result, under the Amended and Restated Bonus Plan, the management objectives applicable to performance awards intended to qualify as “qualified performance-based compensation” for purposes of Section 162(m) must be based on one or more of the following metrics: operating income before depreciation and amortization; operating income; free cash flow; operational cash flow; net earnings; net earnings from continuing operations; earnings per share; earnings per share from continuing operations; earnings before any one or more of interest, taxes, depreciation and amortization; revenue; net revenue; net profit; net income; funds from operations; adjusted funds from operations; total shareholder return; share price; return on equity after tax; return on equity before tax; return in excess of cost of capital; profit in excess of cost of capital;




return on assets; return on invested capital; return on capital employed; net operating profit after tax; net operating profit before tax; operating margin; profit margin; economic value added; expense or cost levels; bank debt or other long-term or short-term public or private debt or other similar financial obligation levels; or any combination of these metrics.

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 and the Amended and Restated Bonus Plan, copies of which are attached hereto as Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held its 2015 Annual Meeting of Stockholders on June 9, 2015. At the annual meeting, the Company’s stockholders voted for (1) the re-election of three incumbent directors, Manuel A. Diaz, Peter Mathes and Susan M. Tolson, to the Company’s board of directors; (2) the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2015; (3) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; (4) holding the non-binding advisory vote to approve the compensation of the Company’s named executive officers every year; (5) the approval of the Amended and Restated Omnibus SIP; and (6) the approval of the Amended and Restated Bonus Plan. The final voting results on each of the matters submitted to a vote of stockholders at the annual meeting of stockholders were as follows:

(1) Election of Three Class I Director Nominees
 
Nominee
Votes For
Votes Withheld
Broker Non-Votes
 
Manuel A. Diaz
116,302,737
1,803,291
6,708,968
 
Peter Mathes
117,165,871
940,157
6,708,968
 
Susan M. Tolson
99,232,010
18,183,018
6,708,968
 

(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2015.

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
124,200,213
604,050
10,733
—

 

(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
 
104,223,550
13,838,139
44,339
6,708,968
 

(4) Determination, on a non-binding advisory basis, as to whether a non-binding advisory vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years.

For 1 Year
For 2 Years
For 3 Years
Abstentions
Broker Non-Votes
106,685,649
213,054
10,805,764
401,561
6,708,968

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

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
115,875,901
2,188,879
41,248
6,708,968
 








(6) Approval of the Amended and Restated Bonus Plan.

Votes For
Votes Against
Abstentions
Broker Non-Votes
 
116,541,151
1,526,493
38,384
6,708,968
 

In light of the voting results with respect to the frequency of holding a non-binding advisory vote on executive compensation, the Company’s board of directors has determined that the Company will hold future non-binding advisory votes of stockholders to approve the compensation of the Company’s named executive officers every year until the next non-binding advisory vote of stockholders on the frequency of stockholder votes on executive compensation, or until the Company’s board of directors otherwise determines a different frequency for such non-binding advisory votes.
Item 9.01
Financial Statements and Exhibits.
    
(d) Exhibits. The following exhibits are filed herewith:
 
 
 
Exhibit
Number
 
Description
 
 
10.1
 
Summary of Compensation for Outside Directors, effective June 9, 2015 and July 1, 2015.
 
 
 
10.2
 
Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting for Directors granted under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.
 
 
 
10.3
 
OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, File No. 001-36367).
 
 
 
10.4
 
OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, File No. 001-36367).
 
 
 








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/ Donald R. Shassian
 
 
Name:
 
Donald R. Shassian
 
 
Title:
 
Executive Vice President and
 
 
 
 
Chief Financial Officer
 
 
 
 
 

Date: June 11, 2015
                        






EXHIBIT INDEX

 
 
 
Exhibit
Number
 
Description
 
 
10.1
 
Summary of Compensation for Outside Directors, effective June 9, 2015 and July 1, 2015.
 
 
 
10.2
 
Form of Certificate and Terms and Conditions for Restricted Share Units Awards with Time Vesting for Directors granted under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.
 
 
 
10.3
 
OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, File No. 001-36367).
 
 
 
10.4
 
OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, File No. 001-36367).
 
 
 




Exhibit 10.1

Summary of Outside Director Compensation of OUTFRONT Media Inc.
Cash Compensation
Directors (the “Outside Directors”) who are not employees of OUTFRONT Media Inc. (the “Company”) shall receive the following cash compensation, to be effective as of July 1, 2015:
•
A $70,000 annual board retainer, payable in equal installments quarterly in advance;
•
A $10,000 annual committee member retainer, payable in equal installments quarterly in advance;
•
A $20,000 annual retainer for the Company’s lead independent director, payable in equal installments quarterly in advance; and
•
A $20,000 annual committee chair retainer for the chair of each committee of the board of directors, payable in equal installments quarterly in advance.
Equity Compensation
Effective as of the Company’s Annual Meeting of Stockholders on June 9, 2015, each Outside Director shall be entitled to receive the following awards under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan:
•
An annual grant on the date of the Company’s Annual Meeting of Stockholders of Restricted Share Units (“RSUs”) with a value of $120,000 based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant, which RSUs will vest one year from the date of grant, with dividend equivalents accruing on such RSUs in the amounts equal to the regular cash dividends paid on our common stock and such accrued dividend equivalents shall convert to shares of our common stock on the date of vesting; and
•
A prorated RSU grant if he or she joins the board of directors following the date of the annual RSU grant, but during the calendar year of the grant.
Expenses
The board of directors will be reimbursed for expenses incurred in attending board, committee and stockholder meetings (including travel and lodging).


Exhibit 10.2

RSU Certificate

Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan
(As Amended and Restated as of February 19, 2015)

NAME:                     
NUMBER OF
RESTRICTED
SHARE UNITS:                      
DATE OF GRANT:                     



This certifies that OUTFRONT Media Inc., a Maryland corporation (the “ Company ”), has granted to the Director named above (the “ Director ”), on the date (the “ Date of Grant ”) indicated above, the number of restricted share units (the “ RSUs ”) indicated above, under the Company’s Omnibus Stock Incentive Plan (As Amended and Restated as of February 19, 2015) (the “ Plan ”), all on the Terms and Conditions attached hereto.



____________________________________
            
            
            























If there is a discrepancy between the OUTFRONT Media Inc. Stock Plans webpage and the official records maintained by the
office of the Executive Vice President, Chief Human Resources Officer, the official records will prevail.

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OUTFRONT MEDIA INC.
Terms and Conditions to the Restricted Share Unit Certificate

Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan
(As Amended and Restated as of February 19, 2015)


1.     Grant of Restricted Share Units . On [ ] (the “ Date of Grant ”), OUTFRONT Media Inc., a Maryland corporation (the “ Company ”), hereby granted to the Director named on the attached RSU certificate (the “ Director ”), a grant of [ ] Restricted Share Units (the “ RSUs ”) under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (As Amended and Restated as of February 19, 2015) (the “ Plan ”). The RSUs have been awarded to the Director subject to the terms and conditions contained in (A) the certificate for the [ ] grant of RSUs attached hereto (the “ RSU Certificate ”), (B) the terms and conditions contained herein and (C) the Plan, the terms of which are hereby incorporated by reference (the items listed in (A), (B) and (C), collectively, the “ Terms and Conditions ”). A copy of the Plan has been or will be made available to the Director on-line at Morgan Stanley’s website (or, if applicable, the website of its successor as service provider to the Company’s equity compensation plans). Capitalized terms that are not otherwise defined herein have the meanings assigned to them in the RSU Certificate or the Plan.

2.     General . The number of RSUs granted to the Director was determined by dividing $[ ] by the Fair Market Value of a share of the Company’s Common Stock on the Date of Grant (or, if the Date of Grant is not a trading day, then on the last trading day immediately preceding the Date of Grant), with each fractional RSU rounded to the nearest whole RSU.

3.     Vesting; Termination of Service .

(a)
Vesting . Subject to Section 3(b), the RSUs shall vest on the first anniversary of the Date of Grant, provided that the Director is continuously providing Services from the Date of Grant through such anniversary.

(b)
Accelerated Vesting . In the event of a Change in Control prior to the first anniversary of the Date of Grant, provided that the Director is continuously providing Services from the Date of Grant through the closing of the Change in Control (or immediately prior thereto), the RSUs shall vest as of, or immediately prior to, the closing of the Change in Control (and such vested RSUs shall be settled within ten (10) business days after the date on which the Change in Control is consummated in accordance with Section 4 below).

(c)
Termination of Service . Except as set forth in Section 3(b), if the Director’s Service should terminate for any reason, the Director shall forfeit all unvested RSUs as of the date of such event.

4.     Settlement of RSUs . On the date on which the RSUs vest, the RSUs will be payable in shares of Common Stock and will be evidenced in such manner as the Board in its discretion

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shall deem appropriate, including, without limitation, book-entry registration, unless determined otherwise. The Company will settle vested RSUs by delivering the corresponding number of shares of Common Stock to the Director’s equity compensation account maintained with Morgan Stanley (or its successor as service provider to the Company’s equity compensation plans). Following settlement, which will be within ten (10) business days after the date on which the RSUs vest, the Director may direct Morgan Stanley (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Director maintains with a bank or broker, subject to any applicable trading restrictions.

5.     Dividend Equivalents . Dividend Equivalents shall accrue on the RSUs until the RSUs are vested and settled. Dividend Equivalents will be subject to the same vesting and forfeiture conditions as the underlying RSUs on which the Dividend Equivalents were accrued. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Director’s account on the date that it pays such regular cash dividends on shares of Common Stock. At the time when the RSUs underlying Dividend Equivalents vest, accrued Dividend Equivalents that have been credited to the Director’s account with respect to such corresponding RSUs shall be settled in shares of Common Stock determined by dividing (i) the aggregate amount credited in respect of such Dividend Equivalents by (ii) the Fair Market Value of a share of the Common Stock on the vesting date in a manner consistent with Section 4; provided , however , that if a dividend payment date occurs between the time during which RSUs have vested but not yet been settled, the Dividend Equivalents payable with respect to such vested RSUs shall be paid in cash as soon as practicable following the dividend payment date, but in no event later than March 15 th of the calendar year following the calendar year in which the RSUs vest. Any fractional shares shall be paid in cash. Payment of Dividend Equivalents that have been credited to the Director’s account will not be made with respect to any RSUs that do not vest and are cancelled. Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Director.
6.      Effect of Certain Corporate Changes . The RSUs shall be subject to the adjustment provisions set forth in Article VIII of the Plan.

7.     Miscellaneous .

(a)     Stockholder Rights . The grant of RSUs shall not entitle the Director, the Director’s estate or any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Director, the Director’s estate or any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Common Stock underlying the RSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Director, the Director’s estate or permitted transferee or beneficiary, until such broker has been so registered).

(b)     No Right to Re-election . Nothing in the Terms and Conditions shall be deemed to create any obligation on the part of the Board to nominate any of its members for re-election by the Company’s stockholders, nor confer upon the Director the right to remain a member of the Board for any period of time, or at any particular rate of compensation.

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(c)     Section 409A of the Code . The intent of the Company is that the payment of RSUs under these Terms and Conditions either comply with, or satisfy any exemption from, Section 409A of the Code and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith (or be exempt therefrom). In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Director under Section 409A of the Code.

(d)     Governing Law . These Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this RSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.

(e)     Interpretation . In the event of any conflict between the provisions of the RSU Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.


*****************

The Director will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within 30 days of receipt of these Terms and Conditions. Any such notice may be addressed to the Company at the following email address: OUTFRONTMediaStockAdministrator@OUTFRONTmedia.com.

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