What changed in this filing

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Item 9A. Controls and Procedures

2023-03-02 compared with 2022-03-02 · 64 added, 43 removed, 211 unchanged (34% of the section changed)

12 unchanged sentences

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In the third quarter of 2021, we completed our implementation of a new enterprise resource planning ("ERP") system.

This implementation resulted in changes to our reporting processes and our internal control over financial reporting, by automating certain manual procedures and standardizing business processes and reporting across the organization.

We will continue to monitor our internal control over financial reporting under the new system, including evaluating the operating effectiveness of related key controls.

Inherent Limitation on the Effectiveness of Internal Controls

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Certain information regarding our directors and executive officers required by Item 10 of Part III is set forth in Item 1 of Part I "Business - Executive Officers and Directors." Other information required by Item 10 of Part III, including information regarding any material changes to the process by which security holders may recommend nominees to the Board of Directors, is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders.

Information required by Item 10 of Part III regarding our Audit Committee is incorporated by reference to the information that will be set forth in our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

Information relating to our compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information that will be set forth in our Proxy Statement relating to our 2022 Annual Meeting of Stockholders.

Information required by Item 10 of Part III regarding our Audit Committee is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders.

Information relating to our compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders.

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

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Information required by Item 13 of Part III is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by Item 14 of Part III regarding our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

1 unchanged sentence

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

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and the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed January 16, 2018) (File No.

4.10 Letter Agreement, dated December 26, 2020, by and among comScore, Inc., Starboard Value and Opportunity Master Fund Ltd.

and the other investors listed on the signature pages attached thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 31, 2020) (File No.

4.11 Agreement, dated as of January 7, 2021, by and among comScore, Inc.

and certain funds affiliated with or managed by Starboard Value LP (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

4.10+ Description of Securities

1 unchanged sentence

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

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10.2 Series B Convertible Preferred Stock Purchase Agreement, dated as of January 7, 2021, by and between comScore, Inc.

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and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 8, 2021) (File No.

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Data License Agreement, dated as of March 10, 2021, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

10.5^ First Amendment to Data License Agreement, dated as of March 30, 2022, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed May 10, 2022) (File No.

10.6^ Second Amendment to Data License Agreement, dated as of November 6, 2022, by and between comScore, Inc.

and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 7, 2022) (File No.

10.7 Credit Agreement, dated as of May 5, 2021, among comScore, Inc.

1 unchanged sentence

(as Administrative Agent, Swing Line Lender, and L/C Issuer), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed August 9, 2021) (File No.

10.8 First Amendment, dated as of February 25, 2022, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No.

10.9 Second Amendment, dated as of February 24, 2023, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2023) (File No.

10.10 Patent Purchase, License and Settlement Agreement, dated as of December 20, 2011, by and among comScore, Inc., The Nielsen Company (US) LLC and NetRatings LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

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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.

10.17* Form of Restricted Stock Units Award Notice for Employees (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

10.18* Form of Restricted Stock Units and Common Stock Award Notice for Employees (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

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10.21* First Amendment to the comScore, Inc.

Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No.

10.22* Form of Restricted Stock Units Award Notice for Directors (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed June 5, 2018) (File No.

1 unchanged sentence

10.24* Form of Change of Control and Severance Agreement (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on September 10, 2018) (File No.

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10.22* Letter Agreement, dated November 4, 2019, between comScore, Inc.

and William Livek (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2019) (File No.

10.25* Change of Control and Severance Agreement, executed on September 28, 2015, by and between comScore, Inc.

5 unchanged sentences

10.30 Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.29* Form of Restricted Stock Units Award Agreement (CEO), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.31* Form of Restricted Stock Units Award Agreement (Other Executive Officers), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.32* Form of Restricted Stock Units Award Notice (Chair), dated March 10, 2021, under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2021, filed May 6, 2021) (File No.

10.32* Separation and General Release Agreement, dated as of July 21, 2021, by and between comScore, Inc.

and Gregory Fink (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed November 9, 2021) (File No.

10.33* Severance Agreement, effective as of November 29, 2021, by and between comScore, Inc.

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2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 99.4 to the Registrant's Registration Statement on Form S-8, filed December 23, 2021) (File No.

10.40 First Amendment, dated as of February 25, 2022, to the Credit Agreement among comScore, Inc.

(as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A.

(as Administrative Agent), and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No.

10.40* Transition and Separation Agreement, dated as of February 28, 2022, between comScore, Inc.

and William Livek (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed February 28, 2022) (File No.

10.41* Letter Agreement, dated July 5, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

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10.42* First Amendment to the comScore, Inc.

Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.43* First Amendment to the comScore, Inc.

Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Jonathan Carpenter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.44* Letter Agreement, dated July 5, 2022, by and between comScore, Inc.

and Mary Margaret Curry (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.45* Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Mary Margaret Curry (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.46* Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc.

and Mary Margaret Curry (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No.

10.47* Form of Performance Restricted Stock Units Award Agreement for CEO (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No.

10.48* Form of Performance Restricted Stock Units Award Agreement for CFO (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2022, filed August 9, 2022) (File No.

10.49* Letter Agreement, dated August 22, 2022, by and between comScore, Inc.

and Greg Dale (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No.

10.50* Change of Control Agreement, effective as of August 23, 2022, by and between comScore, Inc.

and Greg Dale (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No.

10.51* Severance Agreement, effective as of August 23, 2022, by and between comScore, Inc.

and Greg Dale (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No.

10.52* Separation and General Release Agreement, dated August 25, 2022, by and between comScore, Inc.

and Chris Wilson (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No.

10.53* Form of Performance Restricted Stock Units Award Agreement for COO (incorporated by reference to Exhibit 10.12 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No.

10.54* Change of Control Agreement, effective as of May 28, 2019, by and between comScore, Inc.

and David Algranati (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No.

10.55* Severance Agreement, effective as of May 28, 2019, by and between comScore, Inc.

and David Algranati (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed November 9, 2022) (File No.

21.1+ List of Subsidiaries

23.1+ Consent of Deloitte & Touche LLP

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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

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101.LAB XBRL Taxonomy Extension Label Linkbase Document.

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101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

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+ Filed or furnished herewith

Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and would likely cause competitive harm to the Registrant if publicly disclosed.

Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and of the type that the Registrant treats as private and confidential.

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3 unchanged sentences

COM S CORE , I NC .

/s/ William P.

Chief Executive Officer and Executive Vice Chairman

(Principal Executive Officer)

/s/ Jonathan Carpenter

Jonathan Carpenter

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Chief Executive Officer

(Principal Executive Officer)

/s/ Mary Margaret Curry

Mary Margaret Curry

Chief Accounting Officer and Controller

(Principal Accounting Officer)

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

March 1, 2023

2 unchanged sentences

Signature Title Date

/s/ William P.

Livek Chief Executive Officer and Executive Vice Chairman March 2, 2022

Livek (Principal Executive Officer)

/s/ Jonathan Carpenter Chief Financial Officer and Treasurer March 2, 2022

Jonathan Carpenter (Principal Financial Officer)

/s/ Mary Margaret Curry Chief Accounting Officer and Controller March 2, 2022

Mary Margaret Curry (Principal Accounting Officer)

Rosenthal Non-Executive Chairman March 2, 2022

/s/ Irwin Gotlieb Director March 2, 2022

Irwin Gotlieb

/s/ Nana Banerjee Director March 2, 2022

/s/ Jonathan Carpenter Chief Executive Officer March 1, 2023

Jonathan Carpenter (Principal Executive Officer)

/s/ Mary Margaret Curry Chief Financial Officer and Treasurer March 1, 2023

Mary Margaret Curry (Principal Financial Officer and Principal Accounting Officer)

/s/ Nana Banerjee Non-Executive Chairman March 1, 2023

Nana Banerjee

/s/ William P.

Livek Non-Executive Vice Chairman March 1, 2023

/s/ Itzhak Fisher Director March 1, 2023

7 unchanged sentences

Marty Patterson

Rosenthal Director March 1, 2023

/s/ Brian Wendling Director March 1, 2023

2 unchanged sentences

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-K

Item 9A. Controls and Procedures