Comscore Files 8-K Detailing Corporate Governance and Shareholder Matters

Ticker: SCOR · Form: 8-K · Filed: 2024-06-18T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, shareholder-matters, filing-update

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

FAQ

What specific material modifications were made to the rights of Comscore, Inc. security holders?

The filing indicates 'Material Modifications to Rights of Security Holders' as an item reported, but the specific details of these modifications are not provided in the excerpt.

Were there any departures or elections of directors or officers at Comscore, Inc. on June 12, 2024?

Yes, the filing lists 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item reported, indicating such changes occurred.

Did Comscore, Inc. amend its Articles of Incorporation or Bylaws on June 12, 2024?

Yes, the filing includes 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item, suggesting these actions were taken.

Were any matters submitted to a vote of Comscore, Inc. security holders on June 12, 2024?

Yes, the filing explicitly states 'Submission of Matters to a Vote of Security Holders' as an item reported for the date of June 12, 2024.

What is the primary business of Comscore, Inc. based on its SIC code?

Comscore, Inc.'s Standard Industrial Classification (SIC) code is 7389, which falls under 'SERVICES-BUSINESS SERVICES, NEC' (Not Elsewhere Classified).

From the Filing

0001158172-24-000061.txt : 20240618 0001158172-24-000061.hdr.sgml : 20240618 20240618161210 ACCESSION NUMBER: 0001158172-24-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20240612 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240618 DATE AS OF CHANGE: 20240618 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: 241051884 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-20240612.htm 8-K scor-20240612 0001158172 false 12-31 0001158172 2024-06-12 2024-06-12 0001158172 2024-12-31 2024-12-31 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): June 12, 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 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 Prefer

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