comScore Waives 2025 Dividend, Adds 3M Shares & 2M Plan Options

Rhea-AI Filing Summary

comScore, Inc. (NASDAQ: SCOR) filed an 8-K outlining several capital-structure actions approved at the 17 June 2025 annual meeting and follow-on agreements executed on 24 June 2025.

Series B Preferred Stock dividend waiver: All Series B holders agreed to defer the annual dividend that would ordinarily be paid on 30 June 2025. The unpaid amount (covering dividends accrued from 30 June 2024 to 29 June 2025) will continue to accrue at 9.5 % per annum and must be paid—unless prohibited by Delaware law—on or before 31 December 2025. The company sought the waiver to avoid violating its Credit Agreement, which bans cash dividends until 1 April 2026, and to assess tax implications of a potential stock-settled dividend. The base dividend rate for the new annual period beginning 30 June 2025 remains 7.5 %.

Changes to authorized share counts: Certificates of Amendment filed 20 June 2025 became effective immediately. They (i) raise the total authorized shares to 121.75 million (+3 million) and common stock authorization to 16.75 million (+3 million); (ii) increase authorized Series B Preferred shares to 104 million (+4 million); and (iii) clarify that any Series B shares issued for dividend payment count toward the $100 million mandatory-conversion threshold.

Equity incentive plan: Stockholders approved adding 2.0 million shares to the 2018 Equity & Incentive Compensation Plan.

Annual-meeting voting results: All seven proposals passed, including election of three Class III directors, non-binding say-on-pay approval (57% FOR), auditor ratification, share-increase amendments, and permission (per Nasdaq Rule 5635(d)) to pay future Series B dividends in stock. Series B holders voted 100% FOR on amendments specific to their class.

Key implications: The dividend waiver preserves near-term liquidity but raises future cash (or share) obligations through 9.5 % compounding; larger share authorizations and plan expansion create additional dilution capacity; governance items sailed through with solid support, indicating alignment between common and preferred investors.

Positive

• Deferred dividend waiver preserves cash during a period when the Credit Agreement prohibits payouts, improving near-term liquidity.
• Shareholder approval of amended equity plan adds 2 million shares, enhancing ability to attract and retain talent without immediate cash expenditure.
• Clarification of conversion threshold for Series B Preferred Stock may facilitate a smoother future capital-structure simplification.

Negative

• Accrued dividends compound at 9.5 %, raising future cash or dilution obligations by year-end 2025.
• Increase in authorized common and preferred shares materially heightens potential dilution for existing common shareholders.
• Say-on-pay support of 57 % is modest, hinting at shareholder concern over executive compensation.

Insights

Financial Analyst

TL;DR – Waived dividend boosts short-term cash, but higher accrual rate and added share capacity increase dilution risk.

The 2025 dividend waiver relieves a potentially sizeable cash outflow while the Credit Agreement blocks cash payouts, an immediate liquidity positive. However, the 9.5 % accrual rate compounds the liability and will likely translate into either a larger cash hit or additional stock issuance by year-end, both value-eroding if earnings do not improve. The simultaneous increase in authorized common (+22%) and preferred (+4%) shares, plus 2 million new incentive shares, materially expands the dilution envelope. Management’s ability to settle dividends in shares, now backed by Nasdaq shareholder approval, signals an equity-heavy route ahead. From a valuation perspective, the filing is net neutral: liquidity relief offsets dilution overhang; no earnings or revenue metrics were provided to tilt sentiment decisively.

Corporate Governance Expert

TL;DR – Shareholders endorsed all board proposals; preferred holders show full alignment on key amendments.

Every agenda item received majority support, with zero opposition from preferred shareholders, underscoring strong governance cohesion between common and Series B constituencies. Notably, the say-on-pay vote (57% FOR) was lower than the 76% median of S&P SmallCap peers, suggesting moderate compensation concerns. The clear authorization to issue stock for deferred dividends may streamline a mandatory conversion event and reduce legal exposure. Nevertheless, the enlarged share reserve could draw scrutiny if used aggressively without correlating performance gains.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2025

COMSCORE, INC.

(Exact name of registrant as specified in charter) 

Delaware

001-33520

54-1955550

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11950 Democracy Drive

Suite 600

Reston, Virginia 20190

(Address of principal executive offices, including zip code)

(703) 438–2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

SCOR

NASDAQ Global Select Market

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. ☐

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Item 3.03 Material Modification to Rights of Security Holders.

Amendments to Certificate of Incorporation and Certificate of Designations

At an annual meeting of stockholders of comScore, Inc. (the "Company") held on June 17, 2025 (the "Annual Meeting"), the Company's stockholders adopted amendments to the Amended and Restated Certificate of Incorporation of the Company and the Certificate of Designations of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"). The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Series B Preferred Stockholder Waivers

Overview

On June 24, 2025, at the request of the Company, each holder of the Company's Series B Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by the Company on that date (the "Waivers"). The Company requested the Waivers in order to evaluate the potential impact of a dividend-related stock issuance on the Company's income tax position and deferred tax assets, among other considerations. Under the Waivers and the Certificate of Designations governing the Series B Preferred Stock, the deferred dividends will accrue at a rate of 9.5% per year from June 30, 2025 until paid, with payment to occur on or before December 31, 2025. Additional information regarding the Waivers is set forth below.

June 24, 2025 Waivers

Pursuant to Section 4 of the Certificate of Designations, holders of record of the Series B Preferred Stock are entitled to receive annual dividends on June 30th of each year. The Certificate of Designations permits annual dividends to be paid in the form of cash, shares of the Company's common stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations. Under the Certificate of Designations, if the Company does not declare and pay a full annual dividend on any dividend payment date, then any dividends otherwise payable on that date will continue to accrue and accumulate at a rate of 9.5% per year.

As previously disclosed, the Company's senior secured financing agreement (the "Credit Agreement") prohibits the payment of cash dividends to holders of the Series B Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date. In light of the Credit Agreement restrictions and other factors, including the tax evaluation described above, the Company requested, and each holder of the Series B Preferred Stock agreed, to defer the dividend payment otherwise due on June 30, 2025. Specifically, each holder temporarily waived its right to receive the annual dividends accrued on the Series B Preferred Stock from June 30, 2024 through, but excluding, June 30, 2025 (the "Deferred Dividends"). Under the Certificate of Designations and the Waivers, (i) the Deferred Dividends will accrue and accumulate at a rate of 9.5% per annum from June 30, 2025 until such time as the Deferred Dividends are declared and paid, and (ii) the Company will declare and pay the Deferred Dividends, together with any amounts accrued and accumulated thereon, unless prohibited by Section 170 of the General Corporation Law of the State of Delaware, on or before December 31, 2025. The rate for the annual dividend period beginning June 30, 2025 (other than with respect to the Deferred Dividends) will remain at 7.5% per annum in accordance with the Certificate of Designations.

Except as described above, the Waivers did not modify the voting, liquidation or dividend rights of the holders of Series B Preferred Stock. The foregoing summary of the Waivers does not purport to be complete and is qualified in its entirety by reference to the full text of the Waivers, copies of which are attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

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 the Company previously approved, subject to stockholder approval, an amendment to the comScore, Inc. 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 2,000,000. The Company's stockholders approved the amendment at the Annual Meeting, and the amendment became effective on June 17, 2025. 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, 2025, which description is incorporated herein by reference.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 20, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "COI Certificate of Amendment") with the Secretary of State of the State of Delaware. The COI Certificate of Amendment became effective with the Secretary of State upon filing. As previously disclosed, the COI Certificate of Amendment increases (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.

Also on June 20, 2025, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the "COD Certificate of Amendment") with the Secretary of State of the State of Delaware. The COD Certificate of Amendment became effective with the Secretary of State upon filing. As previously disclosed, the COD Certificate of Amendment (i) increases the number of authorized shares of preferred stock designated as Series B Preferred Stock from 100,000,000 to 104,000,000 and (ii) clarifies 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 the Company to undertake a mandatory conversion (as defined in the Certificate of Designations) of the Series B Preferred Stock.

The foregoing summary of the COI Certificate of Amendment and the COD Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the COI Certificate of Amendment and the COD Certificate of Amendment, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 17, 2025. 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 Series B Preferred Stock on an as-converted basis, as well as votes cast by holders of the Series B Preferred Stock as a separate class on Proposal No. 5 and Proposal No. 6.

Proposal No. 1

Three Class III directors were elected to serve for terms expiring at the Company's 2028 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
Itzhak Fisher						6,302,798						1,170,222						1,015,240
Jeff Murphy						6,315,766						1,157,254						1,015,240
Marty Patterson						6,314,397						1,158,623						1,015,240

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
5,710,027						1,155,178						607,815						1,015,240

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, 2025 was ratified as follows:

For						Against						Abstain						Broker Non-Votes
7,457,340						464,674						566,246						0

Proposal No. 4

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The amendment to the Plan was approved as follows:

For						Against						Abstain						Broker Non-Votes
5,237,739						1,661,891						573,390						1,015,240

Proposal No. 5

The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis as follows:

For						Against						Abstain						Broker Non-Votes
6,513,141						1,399,454						575,665						0

The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Series B Preferred Stock voting as a separate class as follows:

For						Against						Abstain						Broker Non-Votes
95,784,903						0						0						0

Proposal No. 6

The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis as follows:

For						Against						Abstain						Broker Non-Votes
5,355,354						1,542,425						575,241						1,015,240

The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Series B Preferred Stock voting as a separate class as follows:

For						Against						Abstain						Broker Non-Votes
95,784,903						0						0						0

Proposal No. 7

The issuance 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 Certificate of Designations) or agreed between the disinterested directors and the holders of Series B Preferred Stock, as applicable, was approved in accordance with Nasdaq Listing Rule 5635(d) as follows:

For						Against						Abstain						Broker Non-Votes
5,361,644						1,541,358						570,018						1,015,240

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc.
3.2						Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.
4.1						Series B Preferred Stockholder Waiver, dated June 24, 2025, from Charter Communications Holding Company, LLC
4.2						Series B Preferred Stockholder Waiver, dated June 24, 2025, from Liberty Broadband Corporation
4.3						Series B Preferred Stockholder Waiver, dated June 24, 2025, from Pine Investor, LLC

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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/ Mary Margaret Curry
						Mary Margaret Curry
						Chief Financial Officer and Treasurer

Date: June 24, 2025

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FAQ

Why did comScore (SCOR) waive the June 2025 Series B dividend?

To avoid breaching its Credit Agreement’s cash-dividend ban and to assess tax impacts; holders agreed to defer payment until on or before 31 Dec 2025.

What interest rate applies to the deferred Series B dividends?

9.5 % per annum accrues on unpaid dividends from 30 Jun 2025 until they are paid or settled in stock.

How many additional shares did comScore authorize on 20 June 2025?

Total authorized shares rose by 3 million to 121.75 million; common stock authorization increased to 16.75 million; Series B Preferred to 104 million.

Was the equity incentive plan amendment approved?

Yes. Shareholders added 2,000,000 shares to the 2018 Equity & Incentive Compensation Plan (5.24 million FOR vs. 1.66 million AGAINST).

What is comScore’s next deadline for paying the deferred dividends?

The company must declare and pay the deferred amount, unless prohibited by Delaware law, on or before 31 December 2025.

Did Series B Preferred holders support the charter amendments?

Yes. 100 % of Series B votes (95,784,903 FOR) approved both the charter and Certificate of Designations amendments.