Comscore Elects New Directors, Announces Officer Compensation

Ticker: SCOR · Form: 8-K · Filed: 2024-03-27T00:00:00.000Z

Sentiment: neutral

Topics: board-changes, executive-compensation, governance

Related Tickers: SCOR

TL;DR

Comscore board shakeup: Brown out, Miller & Smith in. Officer pay details also filed.

AI Summary

Comscore, Inc. announced on March 21, 2024, the departure of Director Michael Brown. The company also elected two new directors, Jonathan S. Miller and Anne M. Smith, to its Board of Directors, effective March 21, 2024. Additionally, the filing details compensatory arrangements for certain officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while updates to executive compensation directly impact the company's financial structure and incentives.

Risk Assessment

Risk Level: low — This filing primarily concerns board changes and executive compensation, which are routine corporate governance events and do not immediately indicate significant financial risk.

Key Players & Entities

FAQ

When did Michael Brown's departure from the Board of Directors become effective?

The filing indicates the earliest event reported was March 21, 2024, implying his departure was on or around this date.

Who are the new directors elected to Comscore's Board?

Jonathan S. Miller and Anne M. Smith were elected as new directors.

What is the effective date for the election of the new directors?

The election of Jonathan S. Miller and Anne M. Smith was effective March 21, 2024.

What other information is provided in this 8-K filing besides director changes?

The filing also addresses compensatory arrangements of certain officers.

What is Comscore, Inc.'s state of incorporation and fiscal year end?

Comscore, Inc. is incorporated in Delaware and its fiscal year ends on December 31.

From the Filing

0001158172-24-000024.txt : 20240327 0001158172-24-000024.hdr.sgml : 20240327 20240327163143 ACCESSION NUMBER: 0001158172-24-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240321 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20240327 DATE AS OF CHANGE: 20240327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSCORE, INC. CENTRAL INDEX KEY: 0001158172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 541955550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33520 FILM NUMBER: 24791293 BUSINESS ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-438-2000 MAIL ADDRESS: STREET 1: 11950 DEMOCRACY DRIVE STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: COMSCORE NETWORKS INC DATE OF NAME CHANGE: 20010827 8-K 1 scor-20240327.htm 8-K scor-20240327 0001158172 false 0001158172 2024-03-21 2024-03-21 0001158172 2024-03-27 2024-03-27 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2024 COMSCORE, INC. (Exact name of registrant as specified in charter)   Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (Address of principal executive offices, including zip code) ( 703 ) 438–2000 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) 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: ☐ 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 Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Market 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. ☐ 1 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 21, 2024, Pierre-Andre Liduena notified comScore, Inc. (the "Company") of his resignation from the Board of Directors, effective April 1, 2024. Mr. Liduena's resignation was in connection with his upcoming departure from an affiliate of Charter Communications Holding Company, LLC ("Charter"), which had designated him as a director pursuant to the Stockholders Agreement, dated March 10, 2021, between the Company, Charter and the other purchasers of the Company's Series B Convertible Preferred Stock. Mr. Liduena's

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