0001579877-17-000056.txt : 20170301 0001579877-17-000056.hdr.sgml : 20170301 20170228183657 ACCESSION NUMBER: 0001579877-17-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170228 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTFRONT Media Inc. CENTRAL INDEX KEY: 0001579877 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36367 FILM NUMBER: 17650168 BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-297-6400 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 FORMER COMPANY: FORMER CONFORMED NAME: CBS OUTDOOR AMERICAS INC. DATE OF NAME CHANGE: 20130621 8-K 1 a8-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 28, 2017 (February 24, 2017)
 _________________________
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, 17th 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.

On February 24, 2017, OUTFRONT Media Inc. (the “Company”) entered into a new employment agreement with Richard Sauer, which provides for his continued employment as the Company’s Executive Vice President, General Counsel and Corporate Secretary from March 1, 2017 through the termination of the employment agreement by the Company or Mr. Sauer, in accordance with the terms of the employment agreement. Mr. Sauer’s employment agreement provides for an annual base salary of $575,000, and an annual target bonus opportunity equal to 65% 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. Sauer is also eligible to receive annual grants of long-term incentive compensation as determined by the Committee based on a target value of $600,000. The terms and conditions of any long-term incentive equity compensation awarded to Mr. Sauer 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. Sauer 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. Sauer is terminated by the Company without cause or by him for good reason, Mr. Sauer is entitled to receive the following payments and benefits, subject to Mr. Sauer executing a general release: (1) a cash severance amount equal to the sum of 12 months of his annual salary; (2) Company-paid medical and dental benefits for up to 12 months, and Company-paid life insurance until the end of the employment term; and (3) accelerated vesting of restricted share unit (“RSU”) awards and performance-based RSU (“PRSU”) awards granted after January 1, 2017, subject to the satisfaction of the performance-based conditions applicable to the PRSU awards.

Mr. Sauer’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. Sauer’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. Sauer 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: February 28, 2017