UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of comScore, Inc. (the “Company”) previously approved, subject to stockholder approval, an amendment and restatement of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the “Plan”) to increase the number of shares of Company common stock available for grant under the Plan by 9,600,000 and to make certain other clarifying and ministerial changes. After taking into account this increase and subject to adjustment as provided for in the Plan, the total number of shares of Company common stock available for issuance under the Plan (including as awards of incentive stock options) is 20,250,000, including awards made prior to the amendment and restatement. The Company’s stockholders approved the amendment and restatement of the Plan at the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”) held on July 9, 2020, and the amended and restated Plan became effective as of such date. A detailed summary of the material terms of the amended and restated Plan appears under the caption “Proposal No. 4 – Approval of an Amendment and Restatement of the comScore, Inc. 2018 Equity and Incentive Compensation Plan” in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 29, 2020, which description is incorporated by reference herein.
The foregoing description is qualified in its entirety by reference to the full text of the amended and restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting on July 9, 2020 are set forth below.
Proposal No. 1
Two Class I directors, Jacques Kerrest and Kathleen Love, were elected to serve for terms expiring at the Company’s 2023 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified. The election results were as follows:
| Nominee |
For |
Withheld |
Broker Non-Votes |
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| Jacques Kerrest |
45,091,183 |
7,438,066 |
11,117,506 |
|||||||||
| Kathleen Love |
44,994,505 |
7,534,744 |
11,117,506 |
|||||||||
Proposal No. 2
The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,273,160 |
541,594 |
3,714,495 |
11,117,506 |
Proposal No. 3
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 60,062,198 |
89,187 |
3,495,369 |
— |
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Proposal No. 4
The amendment and restatement of the Plan was approved as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,733,364 |
1,089,198 |
3,706,687 |
11,117,506 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |||
| 10.1 |
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| 101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 |
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| comScore, Inc. | ||
| By: |
/s/ Gregory A. Fink | |
| Gregory A. Fink | ||
| Chief Financial Officer and Treasurer | ||
Date: July 15, 2020
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