Comscore Files 8-K: Voting Matters & Reg FD Disclosure

TL;DR

Comscore filed an 8-K for shareholder votes and Reg FD. No major news yet.

AI Summary

Comscore, Inc. filed an 8-K on December 22, 2025, reporting on events that occurred on December 19, 2025. The filing indicates a submission of matters to a vote of security holders and a Regulation FD disclosure. No specific financial transactions or material events are detailed in the provided text.

Why It Matters

This filing signals that Comscore is addressing important shareholder matters and adhering to regulatory disclosure requirements, which could impact investor confidence and future corporate actions.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose any new material adverse information or significant financial changes.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• December 19, 2025 (date) — Earliest event reported
• December 22, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 54-1955550 (tax_id) — IRS Employer Identification No.
• 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (address) — Principal executive offices
• 703-438-2000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

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

Filing Documents

• scor-20251219.htm (8-K) — 44KB
• 0001158172-25-000100.txt ( ) — 164KB
• scor-20251219.xsd (EX-101.SCH) — 2KB
• scor-20251219_lab.xml (EX-101.LAB) — 23KB
• scor-20251219_pre.xml (EX-101.PRE) — 13KB
• scor-20251219_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 19, 2025, comScore, Inc. (the "Company") held a special meeting of stockholders of the Company (the "Special Meeting"). At the Special Meeting, the Company's stockholders overwhelmingly approved proposals relating to a proposed recapitalization transaction announced by the Company on September 29, 2025 (the "Recapitalization"). The final results of voting on the proposals submitted to a vote of the Company's stockholders at the Special Meeting are set forth below. These results include votes cast by holders of the Company's common stock and Series B Convertible Preferred Stock ("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. 3. Information regarding the expected closing of the Recapitalization is set forth below in Item 7.01 of this Current Report on Form 8-K. Proposal No. 1 The Company's issuance of common stock and Series C Convertible Preferred Stock ("Series C Preferred Stock") to Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (the "Preferred Stockholders") in accordance with the Stock Exchange Agreements between the Company and each of the Preferred Stockholders (the "Share Issuance") was approved in accordance with Nasdaq Listing Rules 5635(b) and 5635(d) as follows: For Against Abstain Broker Non-Votes 7,160,171 59,414 283 — Proposal No. 2 The Stock Exchange Agreements, the Certificate of Designations of the Series C Preferred Stock, the Stockholder Support Agreements with the Preferred Stockholders, an amendment to the Registration Rights Agreement with the Preferred Stockholders, the Second Amended and Restated Stockholders Agreement with the Preferred Stockholders, and the Exchange (as defined in the Stock Exchange Agreements) were approved by a majority of the votes cast by "disinterested stockholders," a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously disclosed, the closing of the Recapitalization is subject to various closing conditions, including the absence of legal restraints, the accuracy of representations and warranties subject to negotiated qualifiers, the performance of covenants in all material respects, the delivery of customary closing deliverables, the approval for listing on Nasdaq of certain shares to be issued in connection with the transaction, the contemporaneous consummation of the transaction by each of the Preferred Stockholders, and the effectiveness of an amendment to the Company's senior secured financing agreement. Based on current information and subject to the satisfaction or waiver of all closing conditions, the Company currently expects to close the Recapitalization by the end of 2025. This Item 7.01 contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, the Company's expectations, plans and opinions regarding the satisfaction or waiver of various closing conditions and the occurrence and timing of the Recapitalization closing. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, failure to satisfy or waive the closing conditions; government or stock exchange closures; or other delays in closing the Recapitalization, particularly with the intervening U.S. holidays. For additional discussion of risk factors, please refer to the Company's respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that the Company makes from time to time with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website (www.sec.gov). Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. The Company does not intend or undertake, and e

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: December 22, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR