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Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-02 · 34 added, 9 removed, 266 unchanged (14% of the section changed)

46 unchanged sentences

OTHER INFORMATION

(a) On March 6, 2024, the Compensation Committee of the Board of Directors approved a cash retention bonus of $75,000 for the Company's Chief Financial Officer, Mary Margaret Curry.

Curry's bonus will be paid in March 2024 subject to continued service through March 2025.

Curry must repay the bonus if she resigns voluntarily or if her employment is terminated by the Company for cause prior to the end of the service period.

On March 8, 2024, based on a recommendation from the Compensation Committee, the Board of Directors approved a cash retention bonus of $165,000 for the Company's Chief Executive Officer, Jon Carpenter.

Carpenter's bonus will be paid in March 2024 subject to continued service through March 2025.

Carpenter must repay the bonus if he resigns voluntarily or if his employment is terminated by the Company for cause prior to the end of the service period.

(b) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

34 unchanged sentences

(incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No.

3.7 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No.

3.8 Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No.

3.9 Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

3.10 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.

19 unchanged sentences

4.10+ Description of Securities

Table of Conte nt s

4.11 Series B Preferred Stockholder Waiver, dated June 15, 2023, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed June 16, 2023) (File No.

4.12 Series B Preferred Stockholder Waiver, dated June 15, 2023, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed June 16, 2023) (File No.

4.13 Series B Preferred Stockholder Waiver, dated June 15, 2023, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed June 16, 2023) (File No.

4.14 Series B Preferred Stockholder Waiver, dated December 26, 2023, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

4.15 Series B Preferred Stockholder Waiver, dated December 26, 2023, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

4.16 Series B Preferred Stockholder Waiver, dated December 26, 2023, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No.

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

5 unchanged sentences

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.

Table of Conte nt s

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

16 unchanged sentences

and The Nielsen Company (US) LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

Table of Conte nt s

10.12 Stock Purchase Agreement, dated as of February 11, 2015, by and among Cavendish Square Holding B.V., WPP Group USA, Inc., CS Worldnet Holding B.V.

22 unchanged sentences

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.

Table of Conte nt s

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* Second Amendment to the comScore, Inc.

10.23* Third 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 Current Report on Form 8-K, filed December 27, 2023) (File No.

10.24* 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.

10.25* Form of Restricted Stock Units Award Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2018, filed November 9, 2018) (File No.

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.

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

and William Livek (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

10.26* Form of Stock Option Grant Notice and Stock Option Agreement under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

4 unchanged sentences

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.

Table of Conte nt s

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.

20 unchanged sentences

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.

Table of Conte nt s

10.42* First Amendment to the comScore, Inc.

18 unchanged sentences

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.

10.52* 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.

1 unchanged sentence

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.

Table of Conte nt s

10.54* 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.

10.55*+ Form of Restricted Stock Units Award Agreement, dated June 6, 2023, under Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan

10.56*+ Form of Amendment to Performance Restricted Stock Units Award Agreement, dated December 20, 2023

21.1+ List of Subsidiaries

6 unchanged sentences

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

97.1*+ comScore, Inc.

Clawback Policy, as amended and restated effective October 2, 2023

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

3 unchanged sentences

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

Table of Conte nt s

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

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Itzhak Fisher

/s/ Leslie Gillin Director March 12, 2024

Leslie Gillin

/s/ David Kline Director March 12, 2024

10 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