COMSCORE, INC.
For the period ended Jun 17, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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11950 Democracy Drive, Suite 600
Reston, Virginia 20190
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of comScore, Inc. (the “company,” “Comscore,” “we” or “our”) will be held at Carr Workplaces, located at 1818 Library Street, Suite 500, Reston, Virginia 20190 on June 17, 2025, at 10:00 a.m. Eastern Time for the following purposes:
| 1) | to elect the three nominees named in this proxy statement as Class III directors to serve for terms expiring at our 2028 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified; |
| 2) | to approve, on a non-binding advisory basis, the compensation paid to our named executive officers; |
| 3) | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 4) | to approve an amendment to our Amended and Restated 2018 Equity and Incentive Compensation Plan to increase the number of shares of our common stock, par value $0.001 per share (the “Common Stock”) available for grant by 2,000,000; |
| 5) | to adopt an amendment to our Amended and Restated Certificate of Incorporation to increase (i) the total number of shares authorized for issuance from 118,750,000 to 121,750,000 and (ii) the number of shares of Common Stock authorized for issuance from 13,750,000 to 16,750,000; |
| 6) | to adopt an amendment to the Certificate of Designations (the “COD”) of our Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) (i) to increase the number of authorized shares of preferred stock designated as Series B Preferred Stock from 100,000,000 to 104,000,000 and (ii) to clarify that shares of Series B Preferred Stock issued as payment for accrued dividends on the Series B Preferred Stock, or in lieu thereof, will count toward the $100,000,000 threshold required for us to undertake a Mandatory Conversion (as defined in the COD); |
| 7) | to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock or Series B Preferred Stock as payment for accrued dividends on the Series B Preferred Stock or in lieu thereof, if elected by the Disinterested Directors (as defined in the COD) or agreed between the Disinterested Directors and the holders of Series B Preferred Stock, as applicable; and |
| 8) | to transact any other business that is properly brought before the meeting or any adjournment or postponement thereof. |
Stockholders of record at the close of business on April 22, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting or any adjournment or postponement thereof. The presence, in person or represented by proxy, of a majority of issued and outstanding shares of our Common Stock and Series B Preferred Stock (on anas-converted basis) on the record date will be required to establish a quorum at the 2025 Annual Meeting. Where a separate vote by a class or series of stock is required, the holders of a majority in voting power of issued and outstanding shares of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum with respect to such matter.
We are furnishing our proxy materials to our stockholders over the Internet rather than in paper form. We believe that this delivery process reduces our environmental impact and lowers the costs of printing and distributing our proxy materials without affecting our stockholders’ timely access to this important information. Accordingly, stockholders of record at the close of business on April 22, 2025 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and will receive notice of any postponements or adjournments of the meeting. The Notice of Internet Availability is being distributed to stockholders beginning on April 30, 2025.
Your vote is very important. Whether or not you plan to attend the 2025 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section in the proxy statement entitled “Questions and Answers About the 2025 Annual Meeting and Procedural Matters” and the instructions in the Notice of Internet Availability. If you are a stockholder of record of the company’s Common Stock or Series B Preferred Stock, you may cast your vote by proxy or in person at the 2025 Annual Meeting. If your shares are held by a bank, broker or other nominee, you should instruct such nominee on how to vote your shares.
Thank you for your continued support of Comscore.
| Reston, Virginia | By Order of the Board of Directors, |
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| /s/ Ashley Wright | |
| April 30, 2025 | Ashley Wright Secretary |
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on June 17, 2025
This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 are available at:
https://materials.proxyvote.com/20564W
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND PROCEDURAL MATTERS | 2 |
| DIRECTORS, DIRECTOR NOMINEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 11 |
| Directors, Director Nominees and Executive Officers | 11 |
| Board Structure, Composition and Leadership | 14 |
| Standing Committees of the Board of Directors | 15 |
| Risk Management | 16 |
| Board of Directors and Committee Meeting Attendance | 17 |
| Annual Meeting Attendance | 17 |
| Director Nomination Process and Qualifications | 17 |
| Director and Director Nominee Independence | 18 |
| Code of Business Conduct and Ethics | 19 |
| Reporting and Non-Retaliation Policy | 19 |
| Corporate Governance Guidelines | 19 |
| Director Resignation Policy | 20 |
| Compensation Policies | 20 |
| Insider Trading Policy and Preclearance Requirements | 20 |
| Political Activity Policy | 21 |
| DIRECTOR COMPENSATION | 22 |
| EXECUTIVE COMPENSATION | 25 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 42 |
| Policies and Procedures for Transactions with Related Parties | 42 |
| Transactions with Related Parties | 42 |
| Series B Preferred Stock Transactions | 43 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 47 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 51 |
| AUDIT COMMITTEE REPORT | 52 |
| PROPOSALS TO BE VOTED ON | 53 |
| Proposal No. 1 – Election of Directors | 53 |
| Proposal No. 2 – Advisory Vote to Approve Named Executive Officer Compensation | 54 |
| Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 55 |
| Proposal No. 4 – Approval of an Amendment to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as Amended and Restated Effective as of July 9, 2020) | 56 |
| Proposal No. 5 – Adoption of the Certificate of Incorporation Amendment | 72 |
| Proposal No. 6 – Adoption of the Certificate of Designations Amendment | 74 |
| Proposal No. 7 – Approval of Potential Share Issuances | 76 |
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| OTHER INFORMATION | 78 |
| Other Matters to be Presented at the Annual Meeting | 78 |
| Security Holder Communication with Board Members | 78 |
| Annex A – Fifth Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan | A-1 |
| Annex B – Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. | B-1 |
| Annex C – Third Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, Par Value $0.001, of comScore, Inc. | C-1 |
| Annex D – Reconciliation of Non-GAAP Financial Measure | D-1 |
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we are pleased to provide access to our proxy materials over the Internet to our stockholders rather than in paper form. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) has been mailed to our stockholders beginning on April 30, 2025. Stockholders will have the ability to access the proxy materials on the website listed above, or to request that a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. By furnishing a Notice of Internet Availability and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of our annual meeting.
The Notice of Internet Availability will also provide instructions on how you may request that we send future proxy materials to you electronically bye-mail or in printed form by mail. If you elect to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail or printed form by mail will remain in effect until you terminate it. We encourage you to elect to receive future proxy materials bye-mail, which will allow us to provide you with the information you need in a more timely manner, will save us the cost of printing and mailing documents to you, and will conserve natural resources.
This proxy statement and accompanying proxy card and notice are being made available or distributed to stockholders beginning on April 30, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.