UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 19, 2017 (September 18, 2017)
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OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
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Maryland | 001-36367 | 46-4494703 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
405 Lexington Avenue, 17th Floor New York, New York | 10174 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 297-6400
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 18, 2017, OUTFRONT Media Inc. (the “Company”) entered into a new employment agreement with Jeremy J. Male, which provides for his continued employment as the Company’s Chief Executive Officer and Chairman of the Company’s board of directors from September 18, 2017 through September 17, 2020, with automatic one-year extensions if the employment agreement is not otherwise terminated by the Company or Mr. Male. Mr. Male’s employment agreement provides for an annual base salary of $1,350,000, and an annual target bonus opportunity equal to 100% of his annual salary (with a maximum bonus opportunity of up to 200% of his annual salary), which are subject to review and increase at the discretion of the compensation committee (the “Committee”) of the Company’s board of directors. Mr. Male is also eligible to receive annual grants of long-term incentive compensation as determined by the Committee based on a target value of $3,500,000 commencing in 2018. The terms and conditions of any long-term incentive equity compensation awarded to Mr. Male are set forth in the Company’s Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions. In addition, Mr. Male 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. Male is terminated by the Company without cause or by him for good reason, Mr. Male is entitled to receive the following payments and benefits, subject to Mr. Male 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) continued ability to exercise outstanding vested stock option awards before the expiration date of the stock option awards for a 12-month period following Mr. Male’s termination of employment; (4) accelerated vesting of restricted share unit (“RSU”) awards and performance-based RSU (“PRSU”) awards granted before September 18, 2017 that would have vested during the 12-month period following Mr. Male’s termination of employment, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards; (5) accelerated vesting or continued time vesting of RSU and PRSU awards granted after September 18, 2017 depending on the date of Mr. Male’s termination, subject to the satisfaction of certain performance-based conditions applicable to the PRSU awards and, with respect to continued time vesting of awards, proration and non-compete conditions; and (6) payment for reasonable repatriation expenses for Mr. Male and his family during the 12-month period following Mr. Male’s termination, and all taxes payable by Mr. Male with respect to the Company’s payment of these expenses. If Mr. Male voluntarily terminates his employment without good reason on or after September 18, 2019 and provides the Company with adequate advance written notice and a general release, Mr. Male is entitled to continued time vesting of RSU and PRSU awards as described in clause (5) above.
Mr. Male’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. Male’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. Male in connection with his service for the Company.
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: September 19, 2017