Comscore Files 8-K Detailing Corporate Governance and Shareholder Matters

TL;DR

Comscore dropped an 8-K on June 12th covering director changes, bylaw amendments, and shareholder votes. Big governance shakeup.

AI Summary

Comscore, Inc. filed an 8-K on June 18, 2024, reporting several key events that occurred on June 12, 2024. These include material modifications to security holders' rights, changes in directors and officers, amendments to bylaws, and submission of matters to a vote. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes affecting Comscore's security holders, including governance shifts and shareholder votes.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holders' rights and changes in corporate governance, which can introduce uncertainty and affect shareholder value.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• June 12, 2024 (date) — Earliest event reported
• June 18, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar
• $150,000 — he annual retainer will be reduced from $150,000 per year to $75,000 per year. Dr. Baner
• $75,000 — ll be reduced from $150,000 per year to $75,000 per year. Dr. Banerjee recommended the
• $0 — Convertible Preferred Stock, par value $0.001, of comScore, Inc. 101.INS XBRL

Filing Documents

• scor-20240612.htm (8-K) — 68KB
• certificateofdesignationsa.htm (EX-3.1) — 9KB
• 0001158172-24-000061.txt ( ) — 213KB
• scor-20240612.xsd (EX-101.SCH) — 2KB
• scor-20240612_lab.xml (EX-101.LAB) — 23KB
• scor-20240612_pre.xml (EX-101.PRE) — 13KB
• scor-20240612_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. At an annual meeting of stockholders of comScore, Inc. (the "Company") held on June 12, 2024 (the "Annual Meeting"), the Company's stockholders adopted an amendment to the Certificate of Designations of the Company's Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), to clarify that the price thresholds in Sections 4(c)(i)(a), (b) and (c) of the Certificate of Designations shall be adjusted as appropriate to give effect to the reverse stock split effectuated by the Company on December 20, 2023. The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, the Board of Directors (the "Board") of the Company previously approved, subject to stockholder approval, an amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (the "Plan") to increase the number of shares of Company common stock available for grant under the Plan by 900,000. The Company's stockholders approved the amendment at the Annual Meeting, and the amendment became effective on June 12, 2024. A detailed description of the material terms of the Plan, as amended, appears under the caption "Proposal No. 5– Approval of an Amendment to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as Amended and Restated Effective as of July 9, 2020)" in the Company's proxy statement filed with the Securities and Exchange Commission on April 29, 2024, which description is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 17, 2024, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the "COD Certificate of Amendment") with the Secretary of State of the State of Delaware. The COD Certificate of Amendment became effective with the Secretary of State upon filing. As previously disclosed, the COD Certificate of Amendment clarifies that the price thresholds in Sections 4(c)(i)(a), (b) and (c) of the Certificate of Designations shall be adjusted as appropriate to give effect to the reverse stock split effectuated by the Company on December 20, 2023. The foregoing summary of the COD Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the COD Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 12, 2024. The final results of voting on the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are set forth below. These results include votes cast by holders of the Company's common stock and Series B Preferred Stock on an as-converted basis, as well as votes cast by holders of the Series B Preferred Stock as a separate class on Proposal No. 6. Proposal No. 1 Four Class II directors were elected to serve for terms expiring at the Company's 2027 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified. The election results were as follows: Nominee (1) For Withheld Broker Non-Votes Jon Carpenter 6,538,342 115,127 867,648 Leslie Gillin (2) 5,956,572 696,897 867,648 Bill Livek 6,498,030 155,439 867,648 Matt McLaughlin 6,535,725 117,744 867,648 (1) The election results for each nominee reflect neutral voting by holders of the Series B Preferred Stock, as required by the Stockholders Agreement, dated March 10, 2021, by and among the Company and such holders and described in the Company's proxy statement filed with the Securities and Exchange Commission on April 29, 2024. The Company's incumbent directors standing for election received, on average, over 95% support from holders of the Company's common stock voted at the meeting. 2 (2) Voting results for Ms. Gillin (at 90% support) were impacted by an institutional investor's policies that prescribed voting against all Compensation Committee members based on opposition to the Company's equity plan proposal, as described above. Proposal No. 2 The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, as follows: For Against Abstain Broker Non-Votes 5,980,447 100,838 572,184 867,648 Proposal No. 3 The recommendation to hold an advisory

01 Other Events

Item 8.01 Other Events. On June 12, 2024, at the initiative of the Chairman of the Board, Nana Banerjee, the Board determined to reduce the annual cash retainer for Dr. Banerjee's service as Chairman by 50% for the upcoming compensation term, which begins on July 1, 2024. The annual retainer will be reduced from $150,000 per year to $75,000 per year. Dr. Banerjee recommended the reduction in furtherance of the Company's previously announced efforts to improve cost efficiency and align resources with strategic priorities. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 4

SIGNATURES

SIGNATURES 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. comScore, Inc. By: /s/ Mary Margaret Curry Mary Margaret Curry Chief Financial Officer and Treasurer Date: June 18, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR