COMSCORE, INC.

DEF 14A 1 d84672ddef14a.htm DEF 14A

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. )

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Filed by a Party other than the Registrant☐

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LETTER FROM OUR CHIEF EXECUTIVE OFFICER

November 7, 2025

Dear Fellow Stockholders,

You are cordially invited to attend a special meeting of Comscore stockholders to be held on December 19, 2025 at 3:00 p.m. ET at Carr Workplaces, located at 1818 Library Street, Suite 500, Reston, Virginia 20190.

Information regarding each of the matters to be voted on at the special meeting is contained in the accompanying notice and proxy statement. These matters relate to the proposed recapitalization transaction with our preferred stockholders that we announced on September 29, 2025.

Our Board of Directors, led by a special committee of disinterested directors, unanimously recommends that you vote “for” each of the proposals to be presented at the special meeting. If approved, the recapitalization transaction will reduce the amount of senior capital in our capital structure, eliminate the dividend burden associated with our outstanding preferred stock, realign interests across stockholders, and strengthen corporate governance, all of which is designed to increase Comscore’s public market capitalization and position the company for future investment and growth.

Your vote is important. Whether you own a few shares or many, and whether you plan to attend the special meeting or not, it is important that your shares be represented and voted.

Instructions on how to vote your shares can be found in the accompanying notice and proxy statement. If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (877)825-8971.

Thank you for your continued support of Comscore.

/s/ Jon Carpenter

Jon Carpenter

Chief Executive Officer

11950 Democracy Drive, Suite 600

Reston, Virginia 20190

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Notice is hereby given that a special meeting of stockholders 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 December 19, 2025 at 3:00 p.m. Eastern Time (the “Special Meeting”) for the following purposes:

See the section entitled “Description of the Transactions – Reasons for the Transactions” below for a full description of the purpose and rationale for the Share Issuance, the Disinterested Stockholder Approval and the COI Amendment.

Stockholders of record at the close of business on October 31, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. The presence, in person or represented by proxy, of the holders of a majority of the issued and outstanding shares of our Common Stock and Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) (on anas-converted basis) on the Record Date and entitled to vote at the Special Meeting will be required to establish a quorum at the Special 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, present in person or represented by proxy, shall constitute a quorum with respect to such matter. Abstentions will be treated as shares present and entitled to vote for quorum purposes.

Approval of the Share Issuance will require the affirmative vote of a majority of the shares of capital stock present or represented by proxy at the Special Meeting and entitled to vote on such matter. Approval of the Exchange Documents and the Exchange will require the affirmative vote of a majority of the votes cast by the disinterested stockholders on such matter. Adoption of the COI Amendment will require the affirmative vote of (i) a majority of the outstanding shares of capital stock entitled to vote on such matter and (ii) at least 75% of the outstanding shares of Series B Preferred Stock entitled to vote. Approval of the Adjournment Proposal will require the affirmative vote of a majority of the shares of capital stock present or represented by proxy at the Special Meeting and entitled to vote on 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 October 31, 2025 will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability is being distributed to stockholders beginning on November 7, 2025.

Your vote is very important. Whether or not you plan to attend the Special 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 Special Meeting and Procedural Matters” and the instructions in the Notice of Internet Availability. If you are a stockholder of record of Common Stock or Series B Preferred Stock, you may cast your vote by proxy or in person at the Special 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.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held onDecember 19, 2025

This proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the period ended September 30, 2025 are available at:

https://materials.proxyvote.com/20564W

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS