Outfront Media (OUT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, and will be held virtually to enhance access and reduce costs.

• Four key proposals will be voted on: election of directors, ratification of the auditor, advisory approval of executive compensation, and approval of the amended stock incentive plan.

• The board recommends voting in favor of all proposals.

• Shareholders of record as of April 10, 2026, are entitled to vote, with one vote per share.

Voting matters and shareholder proposals

• Proposal 1: Election of nine director nominees to serve until the 2027 annual meeting.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Non-binding advisory vote to approve named executive officer compensation.

• Proposal 4: Approval of the Amended and Restated Omnibus Stock Incentive Plan, increasing the share reserve by 3,373,000 shares.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026.

Board of directors and corporate governance

• The board consists of nine members, with 89% independence and 44% ethnic/gender diversity.

• Directors bring expertise in advertising, finance, governance, and public company leadership.

• Annual self-evaluations and regular board/committee reviews are conducted.

• The board separates the roles of CEO and Chairman, with an independent Chairman overseeing board effectiveness.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all with independent chairs.