comScore Inc.

06/23/2026 | Press release | Distributed by Public on 06/23/2026 04:02

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, the Board of Directors of comScore, Inc. (the "Company") previously approved, subject to stockholder approval, an amendment to the Company's Amended and Restated 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 3,000,000. The Company's stockholders approved the amendment at the Company's annual meeting of stockholders on June 16, 2026 (the "Annual Meeting"), and the amendment became effective on June 16, 2026. A detailed description of the material terms of the Plan, as amended, appears under the caption "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)" in the Company's proxy statement filed with the Securities and Exchange Commission on April 30, 2026, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 16, 2026. The final results of voting on the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are set forth below. These results include votes cast by holders of the Company's common stock and preferred stock on an as-converted basis and reflect neutral voting on all proposals with respect to 8,795,201 shares of Series C Preferred Stock, as required by the Certificate of Designations governing the Series C Preferred Stock.
Proposal No. 1
Two Class I directors were elected to serve for terms expiring at the Company's 2029 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
David Kline 22,904,154 926,060 1,240,084
Brian Wendling 22,574,634 1,255,580 1,240,084
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
23,119,135 659,092 51,987 1,240,084
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, 2026 was ratified as follows:
For Against Abstain Broker Non-Votes
25,048,171 18,634 3,493 0
Proposal No. 4
The amendment to the Plan was approved as follows:
For Against Abstain Broker Non-Votes
19,593,512 4,117,350 119,352 1,240,084
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