What changed in this filing

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Item 5. Other Information

2020-08-10 compared with 2020-05-08 · 19 added, 34 removed, 19 unchanged (74% of the section changed)

OTHER INFORMATION

Voluntary Pay Reductions

In response to the ongoing COVID-19 pandemic, our senior leadership team and independent directors have agreed to voluntarily reduce their compensation as described below.

Pursuant to letter agreements entered into on May 7, 2020 (collectively, the "Agreements"):

(a) our Chief Executive Officer and Executive Vice Chairman, William Livek, has agreed to reduce his base salary by 50%;

(b) each of our other executive officers (Gregory Fink, Chief Financial Officer;

Carol DiBattiste, Chief Legal and Compliance Officer;

and Christopher Wilson, Chief Commercial Officer) has agreed to reduce his or her base salary by 30%;

and (c) other members of our senior leadership team have agreed to reduce their base salaries by 30%.

Each of these compensation reductions is effective as of May 16, 2020 and will continue until the earliest of (i) September 30, 2020;

(ii) the execution of definitive documentation providing for a Qualifying Change in Control of the Company, which is defined as a Change in Control according to our 2018 Equity and Incentive Compensation Plan (the "Plan") excluding clauses (b) and (d) of the Plan definition;

or (iii) the execution of definitive documentation providing for the refinancing of all or substantially all of the Notes (the earliest of such dates, the "End Date").

The Agreements provide that the reductions will not constitute "Good Reason" under any existing severance agreement, plan or policy and will not be taken into account for purposes of calculating any severance benefits that may become due upon a qualifying termination of employment.

We have committed to revisit the reductions as soon as practicable if and when circumstances change, including consideration of an earlier return to the executives' previous salaries and a discretionary bonus up to the full amount of the reductions.

In addition, our independent directors have agreed to reduce their annual cash retainers for service on the Board of Directors by 20%, and our Chairman has agreed to reduce his current cash retainer by 20%, effective June 1, 2020 until the End Date.

These reductions are in addition to a nearly 50% reduction in equity compensation taken by the independent directors for the 2019-2020 director compensation term, as previously disclosed.

Departure of Chief Legal and Compliance Officer

On May 7, 2020, we announced that our Chief Legal and Compliance Officer, Carol DiBattiste, will depart the Company effective May 31, 2020 (the "Separation Date") and will become entitled to certain payments and benefits pursuant to a Change of Control and Severance Agreement previously entered into between the Company and Ms.

DiBattiste, effective as of February 21, 2019, and based on the form agreement previously filed as Exhibit 10.22 to our Form 10-K/A for the fiscal year ended December 31, 2019, which was filed on April 29, 2020 ("Form 10-K/A"), and as further described in the Form 10-K/A (the "Prior Agreement").

Also on May 7, 2020, we and Ms.

DiBattiste entered into a Separation and Release Agreement (the "Separation Agreement"), pursuant to which Ms.

DiBattiste will receive the payments and benefits provided for under the Prior Agreement, subject to the following modifications:

(i) the monthly cash installment payments payable under the Prior Agreement will be paid in four installments on each of November 30, 2020, December 31, 2020, April 1, 2021, and May 31, 2021, and (ii) 19,630 restricted stock units and 13,280 performance-based restricted stock units ("PRSUs") previously awarded to Ms.

DiBattiste in 2018 and currently outstanding will be modified to remain outstanding following the Separation Date and to become fully vested upon a qualifying change of control transaction (as defined in the Separation Agreement) that occurs on or before August 31, 2020, provided that the percentage of PRSUs eligible for vesting upon such event shall equal the greatest of (A) 100%, (B) the actual percentage achievement of the performance goals set forth in the applicable PRSU award agreement, determined as of the date of the qualifying change of control, or (C) the percentage level of achievement provided for in any agreement pursuant to which the qualifying change of control is consummated that applies to senior executives of the company who hold similar awards.

To the extent not vested pursuant to the preceding sentence, all such restricted stock units and PRSUs shall be forfeited as of August 31, 2020.

Under the Separation Agreement, Ms.

DiBattiste agreed to a comprehensive release of claims in favor of the Company and its affiliates.

DiBattiste also reaffirmed her commitment to be bound by restrictive covenants regarding nondisclosure of confidential information and non-competition and non-solicitation requirements.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is expected to be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2020, and the full text of the Prior Agreement as previously disclosed.

Not applicable.

3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No.

4 unchanged sentences

3.5 Amended and Restated Bylaws of comScore, Inc (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No.

4.1+# Form of Senior Secured Convertible Note (Initial Notes), as amended

4.2+## Form of Senior Secured Convertible Note (Option Notes), as amended

10.1+* Separation and Release Agreement, dated as of May 7, 2020, by and between comScore, Inc.

and Carol DiBattiste

10.2+* Form of Compensation Reduction Letter for Executive Officers

10.3* comScore, Inc.

2018 Equity and Incentive Compensation Plan (as Amended and Restated Effective as of July 9, 2020) (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 15, 2020) (File No.

31.1+ Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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+Filed or furnished herewith

*Management contract or compensatory plan or arrangement.

# The Form of Senior Secured Convertible Note (Initial Notes), as amended filed herewith is a corrected version of the Form of Senior Secured Convertible Note (Initial Notes), as amended previously filed as Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed on February 28, 2020.

## The Form of Senior Secured Convertible Note (Option Notes), as amended filed herewith is a corrected version of the Form of Senior Secured Convertible Note (Option Notes), as amended previously filed as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K filed on February 28, 2020.

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 thereunto duly authorized.

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(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)

August 10, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information