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comScore (NASDAQ: SCOR) holders approve equity plan boost and elect directors

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

comScore, Inc. held its annual meeting of stockholders on June 16, 2026. Stockholders approved an amendment to the company’s 2018 Equity and Incentive Compensation Plan, increasing the number of common shares available for grants under the plan by 3,000,000.

Two Class I directors, David Kline and Brian Wendling, were elected to terms expiring at the 2029 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Equity plan share increase 3,000,000 shares Additional common stock available under 2018 Equity and Incentive Compensation Plan
Votes for David Kline 22,904,154 votes Election as Class I director at 2026 annual meeting
Votes for Brian Wendling 22,574,634 votes Election as Class I director at 2026 annual meeting
Say-on-pay support 23,119,135 votes for Non-binding advisory approval of named executive officer compensation
Auditor ratification for votes 25,048,171 votes for Ratification of Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026
Series C Preferred neutral votes 8,795,201 shares Neutral voting treatment on all proposals as required by Certificate of Designations
as-converted basis financial
"These results include votes cast by holders of the Company's common stock and preferred stock on an as-converted basis"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
Series C Preferred Stock financial
"reflect neutral voting on all proposals with respect to 8,795,201 shares of Series C Preferred Stock"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
non-binding advisory basis financial
"The compensation of the Company's named executive officers was approved, on a non-binding advisory basis"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Certificate of Designations regulatory
"as required by the Certificate of Designations governing the Series C Preferred Stock"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
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0001158172false00011581722026-06-162026-06-16

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 16, 2026
COMSCORE, INC.
(Exact name of registrant as specified in charter) 
Delaware001-3352054-1955550
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareSCORNASDAQ 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. ☐
1

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:
NomineeForWithheldBroker Non-Votes
David Kline22,904,154926,0601,240,084
Brian Wendling22,574,6341,255,5801,240,084

Proposal No. 2

The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, as follows:
ForAgainstAbstainBroker Non-Votes
23,119,135659,09251,9871,240,084

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:
ForAgainstAbstainBroker Non-Votes
25,048,17118,6343,4930

Proposal No. 4

The amendment to the Plan was approved as follows:
ForAgainstAbstainBroker Non-Votes
19,593,5124,117,350119,3521,240,084

2

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 22, 2026
3

Source: View Original Filing on SEC EDGAR

FAQ

What did comScore (SCOR) stockholders approve regarding the equity plan?

Stockholders approved an amendment to comScore’s 2018 Equity and Incentive Compensation Plan, increasing available common shares by 3,000,000. This expands the pool of stock-based awards the company can grant to employees and other eligible participants under the plan.

Which directors were elected at comScore (SCOR)’s 2026 annual meeting?

Stockholders elected David Kline and Brian Wendling as Class I directors. They will serve terms expiring at comScore’s 2029 annual meeting and continue until their successors are duly elected and qualified.

How did comScore (SCOR) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved the compensation of comScore’s named executive officers with 23,119,135 votes for, 659,092 against, and 51,987 abstentions, plus 1,240,084 broker non-votes recorded on the proposal.

Was Deloitte & Touche LLP ratified as comScore (SCOR)’s auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as comScore’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 25,048,171 votes for, 18,634 against, and 3,493 abstentions.

How were Series C Preferred Stock votes handled at comScore (SCOR)’s meeting?

The results include votes cast by common and preferred stock on an as-converted basis. The tally reflects neutral voting on all proposals for 8,795,201 shares of Series C Preferred Stock, as required by the applicable Certificate of Designations.

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