OUTFRONT Media Inc. — Remuneration Information 2015

Apr 23, 2015

DEFA14A 1 d911743ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material Pursuant to § 240.14a-12

OUTFRONT Media Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for

Stockholder Meeting to Be Held on June 9, 2015.

	OUTF R ONT MEDIA IN C .	Meeting Information — Meeting Type: For holders as of: Date: June 9, 2015
		Location: 222 East 41st Street 20th Floor Conference Room New York, New York 10017
		For directions to the Annual
Meeting, please contact our Investor Relations Department by emailing investor@outfrontmedia.com.
●	OUTFRONT MEDIA INC. C/O W E LLS F AR G O SH ARE H O L DER S ER V ICE S 1110 CENTRE POINT CUR V E SUITE 101 MENDO T A H EI GH T S, MN 55120-4100	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the
proxy materials before voting.
		See the r e v erse side of this notice to obtain
p r o xy materials and v oting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT 2014 ANNUAL REPORT TO STOCKHOLDERS

H o w to Vi e w Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: ww w .p ro xyvot e .com.

H o w to Request and Recei v e a P APER or E-MAIL Co p y:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 26, 2015 to facilitate timely delivery. The methods described above may be used to request materials for this Annual Meeting and future stockholder meetings.

— How To Vote —

Please Choose One of the Following Voting Methods

Vot e I n Person : Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. V ote By Internet: To vote now by Internet, go to ww w .p ro xyvot e .com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vot e B y Mail : You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR the following:

1. Election of Three Class I Director Nominees

Nominees:

01) Manuel A. Diaz

02) Peter Mathes

03) Susan M. Tolson

The Board of Directors recommends you vote FOR proposals 2 and 3.

1. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as OUTFRONT Media Inc.’s independent registered public accounting firm for fiscal year 2015.

2. Approval, on a non-binding advisory basis, of the compensation of OUTFRONT Media Inc.’s named executive officers.

The Board of Directors recommends you vote 1 YEAR on the following proposal:

1. Determination, on a non-binding advisory basis, as to whether a non-binding advisory vote to approve the compensation of OUTFRONT Media Inc.’s named executive officers should occur every one, two or three years.

The Board of Directors recommends you vote FOR proposals 5 and 6.

1. Approval of the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan.

2. Approval of the OUTFRONT Media Inc. Amended and Restated Executive Bonus Plan.

NOTE : To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.