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).
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