Comscore Reports 8-K Filing on Security Holder Rights

TL;DR

Comscore filed an 8-K detailing changes to security holder rights and financial exhibits.

AI Summary

On June 27, 2024, COMSCORE, INC. filed an 8-K to report material modifications to the rights of security holders and financial statements. The filing details changes related to the company's security holders and includes exhibits that provide further information on these modifications.

Why It Matters

This filing informs investors about significant changes affecting their rights as security holders in Comscore, Inc., which could impact their investment.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights can indicate significant corporate events that may affect stock value.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported
• 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar

Filing Documents

• scor-20240627.htm (8-K) — 41KB
• exhibit41-seriesbdividendw.htm (EX-4.1) — 12KB
• exhibit42-seriesbdividendw.htm (EX-4.2) — 10KB
• exhibit43-seriesbdividendw.htm (EX-4.3) — 12KB
• 0001158172-24-000066.txt ( ) — 208KB
• scor-20240627.xsd (EX-101.SCH) — 2KB
• scor-20240627_lab.xml (EX-101.LAB) — 22KB
• scor-20240627_pre.xml (EX-101.PRE) — 13KB
• scor-20240627_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Overview On June 27, 2024, at the request of comScore, Inc. (the "Company"), each holder of the Company's Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), waived its right to receive on June 30, 2024 the annual dividends otherwise payable by the Company on that date (the "Waivers"). Under the Waivers and the Certificate of Designations governing the Series B Preferred Stock, the deferred dividends will continue to accrue at a rate of 9.5% per year until paid, with payment to occur on or before July 31, 2024, subject to certain conditions. Additional information regarding the Waivers is set forth below. Series B Preferred Stockholder Waivers Pursuant to Section 4 of the Certificate of Designations, holders of record of the Series B Preferred Stock ("Holders") are entitled to receive annual dividends on the terms and conditions set forth in the Certificate of Designations. As previously disclosed, each of the Holders waived its right to receive in 2023 the annual dividends that would have been payable for the dividend period ending June 29, 2023 (together with any amounts accrued and accumulated thereon, the "2023 Dividends," and such waivers, the "Prior Waivers"). Under the Prior Waivers and the Certificate of Designations, the Company was required to declare and pay the 2023 Dividends, unless prohibited by Section 170 of the General Corporation Law of the State of Delaware, on or before June 30, 2024. As described above, on June 27, 2024, each of the Holders further waived its right to receive the 2023 Dividends on or before June 30, 2024. In addition, each Holder waived its right to receive the annual dividends that would have been payable for the dividend period ending June 29, 2024 (the "2024 Dividends"). Under the Waivers and the Certificate of Designations, (i) the 2023 Dividends and 2024 Dividends will continue to accrue and accumulate at a ra

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Series B Preferred Stockholder Waiver, dated June 27 , 202 4 , from Charter Communications Holding Company, LLC 4.2 Series B Preferred Stockholder Waiver, dated June 27 , 2024 , from Liberty Broadband Corporation 4.3 Series B Preferred Stockholder Waiver, dated June 2 7 , 202 4 , from Pine Investor, LLC 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 2

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 27, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR