OUTFRONT Media Inc. (NYSE:OUT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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OUTFRONT Media Inc. (NYSE:OUT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

On July 28, 2017, OUTFRONT Media Inc. (the “Company”) entered into a new employment agreement with Andrew R. Sriubas, which provides for his continued employment with the Company under the new title of Chief Commercial Officer, from July 28, 2017 through July 27, 2020, with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Sriubas. Mr. Sriubas’s employment agreement provides for an annual base salary of $650,000, and an annual target bonus opportunity equal to 85% of his annual salary (with a maximum bonus opportunity of up to 200% of his annual salary if applicable performance goals are exceeded), which are subject to review and increase at the discretion of the compensation committee (the “Committee”) of the Company’s board of directors. Mr.Sriubas is also eligible to receive annual grants of long-term incentive compensation as determined by the Committee based on a target value of $2.0 million commencing in 2018, as well as an additional equity award if the Company renews its transit contract with the New York Metropolitan Transportation Authority in an amount and on terms and conditions to be determined by the Company’s board of directors and Chief Executive Officer in their sole discretion. The terms and conditions of any long-term incentive equity compensation awarded to Mr. Sriubas are set forth in the Company’s Amended and Restated Omnibus Stock Incentive Planand the related equity award terms and conditions. In addition, Mr.Sriubas is entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives of the Company.

In the event that Mr. Sriubas is terminated by the Company without cause or by him for good reason, Mr. Sirubas is entitled to receive the following payments and benefits, subject to Mr. Sriubas executing a general release: (1) a cash severance amount equal to the sum of 12 months of his annual salary and his annual target cash bonus; (2) Company-paid medical and dental benefits for up to 12 months; (3) accelerated vesting of restricted share unit (“RSU”) awards and performance-based RSU (“PRSU”) awards granted before January 1, 2017 that would have vested during the 12-month period following Mr. Sriubas’s termination of employment; and (4) accelerated vesting of RSU and PRSU awards granted after January 1, 2017, subject to the satisfaction of the performance-based conditions applicable to the PRSU awards.

Mr.Sriubas’s employment agreement also contains restrictive covenants imposing non-competition and non-disparagement obligations, restricting solicitation of employees, protecting confidential information and ownership of work product and requiring cooperation in litigation, as well as other covenants, during his employment and for specified periods after the termination of employment. Further, Mr. Sriubas’s employment agreement provides for indemnification by the Company to the fullest extent permitted by law and the Company’s charter and bylaws against liabilities, losses, judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Mr. Sriubas in connection with his service for the Company.


About OUTFRONT Media Inc. (NYSE:OUT)

OUTFRONT Media Inc., formerly CBS Outdoor Americas Inc., is a provider of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. The Company’s inventory consists of billboard displays and transit advertising displays. It operates through two segments. The United States segment includes the Company’s operations in the United States. The International segment includes the Company’s operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. Along with leasing displays, the Company provides other services to customers, such as pre-campaign category research, consumer insights, creative design support, vinyl production, and post-campaign tracking and analytics. Its locations portfolio includes sites, such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and various sites in and around both Grand Central Station and Times Square in New York.