COMSCORE, INC.
For the period ended Jun 16, 2026. Filed Apr 30, 2026.
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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 16, 2026 · Filed Apr 30, 2026
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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 2026 annual meeting of stockholders (the “2026 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 16, 2026, at 10:00 a.m. Eastern Time for the following purposes:
| 1) | to elect the two nominees named in this proxy statement as Class I directors to serve for terms expiring at our 2029 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, 2026; |
| 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 3,000,000; and |
| 5) | 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 20, 2026 are entitled to notice of, and to vote at, the 2026 Annual 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 C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) (on anas-converted basis) on the record date and entitled to vote at the 2026 Annual Meeting will be required to establish a quorum at the 2026 Annual Meeting.
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 20, 2026 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, 2026.
Your vote is very important. Whether or not you plan to attend the 2026 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 2026 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 C Preferred Stock, you may cast your vote by proxy or in person at the 2026 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, 2026 | Ashley Wright Secretary |
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on June 16, 2026
This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at:
https://materials.proxyvote.com/20564W
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.