ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 9, 2022

_________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01, per share	OUT	New York Stock Exchange

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			☐

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. ☐


Item 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2022, the board of directors (the “Board”) of OUTFRONT Media Inc. (the “Company”) adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to, among other things, (i) reflect amendments to the Maryland General Corporation Law, including to expressly provide that the Board is authorized to determine that stockholder meetings may be held by remote communication; (ii) enhance the Company’s flexibility with respect to the organization and conduct of stockholder meetings and proxy solicitations in proxy contests; and (iii) expand and clarify the advance notice provision requirements and procedures in the Bylaws, including requiring a stockholder proponent to comply with Rule 14a-19 (the universal proxy rules) under the Securities Exchange Act of 1934, as amended. In addition, the Bylaws include various clarifying, conforming and ministerial changes. The Bylaws became effective upon adoption by the Board on December 9, 2022. The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:



Exhibit Number						Description

3.1						Amended and Restated Bylaws of OUTFRONT Media Inc.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).



Exhibit Number						Description

3.1						Amended and Restated Bylaws of OUTFRONT Media Inc.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Matthew Siegel

Name:

Matthew Siegel

Title:

Executive Vice President and

Chief Financial Officer

Date: December 9, 2022