What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-12 · 61 added, 45 removed, 255 unchanged (29% 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.

(a) On February 28, 2025, based on a recommendation from the Compensation Committee of the Board, the Board approved a cash retention bonus of $207,307 for the Company's Chief Executive Officer, Jon Carpenter.

On March 1, 2025, the Compensation Committee approved cash retention bonuses of $95,000 for the Company's Chief Financial Officer, Mary Margaret Curry, and $73,000 for the Company's Chief Commercial Officer, Steve Bagdasarian.

Each retention bonus will be paid in March 2025 subject to the recipient's continued service through March 2026.

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

(b) During the quarter ended December 31, 2024, 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).

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 2024 Annual Meeting of Stockholders.

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 and information regarding our insider trading policies and procedures, is incorporated by reference to the information that will be included in our Proxy Statement relating to our 2025 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 2025 Annual Meeting of Stockholders.

35 unchanged sentences

(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 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 3.1 to the Registrant's Current Report on Form 8-K, filed June 18, 2024) (File No.

3.11 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 unchanged sentences

4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No.

4.4 Series A Warrant Issued to CVI Investments, Inc.

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.5 Registration Rights Agreement, dated June 26, 2019, between comScore, Inc and CVI Investments, Inc.

(incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed June 26, 2019) (File No.

4.6 Voting Agreement, dated as of December 20, 2011, by and among comScore, Inc.

and The Nielsen Company (US) LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed December 21, 2011) (File No.

4.4 Stockholders Rights Agreement, dated as of February 11, 2015, by and among comScore, Inc., WPP Group USA, Inc.

4 unchanged sentences

(incorporated by reference to Exhibit (d)(4) to Cavendish Square Holding B.V.'s and WPP plc's Tender Offer Statement on Schedule TO, filed February 20, 2015) (File No.

4.9 Registration Rights Agreement, dated as of January 16, 2018, by and among comScore, Inc.

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.

4.6+ Description of Securities

Table of Conte nt s

4.7 Series B Preferred Stockholder Waiver, dated June 27, 2024, 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 28, 2024) (File No.

1 unchanged sentence

4.9 Series B Preferred Stockholder Waiver, dated June 27, 2024, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed June 28, 2024) (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.

Table of Conte nt s

4.10 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed July 2 5 , 2024) (File No.

4.11 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

4.12 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

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

23 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.

7 unchanged sentences

(incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed April 3, 2015) (File No.

10.15 Securities Purchase Agreement, dated as of June 23, 2019, by and among comScore, Inc.

and CVI Investments, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 24, 2019) (File No.

10.15 Agreement and Plan of Merger, dated December 16, 2021, by and among comScore, Inc., SS Media Holdco, LLC, SS Media Merger Sub, Inc., Shareablee, Inc., Shareablee Holdco, Inc., Shareablee Merger Sub, Inc.

and Shareholder Representative Services LLC, as Stockholder Representative (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 17, 2021) (File No.

Table of Conte nt s

10.16 Deed of Lease between South of Market LLC (as Landlord) and comScore, Inc.

17 unchanged sentences

10.25* 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.

10.27* Form of Deferred Stock Units Award Agreement under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

10.28* Form of Performance Restricted Stock Units Award Agreement under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.35 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 Restricted Stock Units Award Agreement under 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2019, filed February 28, 2020) (File No.

10.27 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.

10.31* 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.

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

19 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

10.37* First Amendment to the comScore, Inc.

19 unchanged sentences

10.47* 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.

10.53* 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.

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.

10.48* 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

2013 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.55 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2023, filed March 12, 2024) (File No.

10.49* Form of Amendment to Performance Restricted Stock Units Award Agreement, dated December 20, 2023 (incorporated by reference to Exhibit 10.56 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2023, filed March 12, 2024) (File No.

10.50*+ Separation and General Release Agreement, dated as of January 27, 2025, by and between comScore, Inc.

and David Algranati

10.51 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.52 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.53 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc.

and Pine Investor, LLC (incorporated by reference to Exhibit10.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.54 Amended and Restated Stockholders Agreement, dated July 24, 2024, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No.

10.55^+ Third Amendment to Data License Agreement, dated as of November 8, 2024, by and between comScore, Inc.

and Charter Communications Operating, LLC

Fourth Amendment to Data License Agreement, dated as of December 31, 2024, 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 January 7, 2025) (File No.

10.57 Third Amendment, dated as of May 3, 2024, 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 May 7, 2024) (File No.

Table of Conte nt s

10.58 Fourth Amendment, dated as of November 5, 2024, 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 10.5 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed November 12, 2024) (File No.

10.59* Fourth Amendment to the comScore, Inc.

Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed August 9, 2024) (File No.

10.60* comScore, Inc.

Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 24, 2024) (File No.

10.61* Form of comScore, Inc.

Cash Incentive Plan Participation Agreement for Employees (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed August 9, 2024) (File No.

10.62* Change of Control Agreement, effective as of March 27, 2024, by and between comScore, Inc.

and Steve Bagdasarian (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2024 ) , filed May 10, 2024 (File No.

10.63* Severance Agreement, effective as of March 27, 2024, by and between comScore, Inc.

and Steve Bagdasarian (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed May 10, 2024 ) (File No.

10.64 Financing Agreement, dated as of December 31, 2024, by and among comScore, Inc.

(as administrative borrower), certain subsidiaries of the administrative borrower (as guarantors), Blue Torch Finance LLC (as administrative agent and collateral agent) and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

10.65 Pledge and Security Agreement, dated as of December 31, 2024, by and among comScore, Inc.

and certain subsidiaries of comScore, Inc.

(as guarantors) and Blue Torch Finance LLC (as collateral agent) (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed January 7, 2025) (File No.

19.1+ comScore, Inc.

Insider Trading Policy, as amended and restated effective September 26, 2024

21.1+ List of Subsidiaries

7 unchanged sentences

97.1* comScore, Inc.

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

Clawback Policy, as amended and restated effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2023, filed March 12, 2024) (File No.

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.

9 unchanged sentences

Table of Conte nt s

FORM 10-K SUMMARY

14 unchanged sentences

Signature Title Date

/s/ Jonathan Carpenter Chief Executive Officer March 12, 2024

/s/ Jonathan Carpenter Chief Executive Officer and Director March 6, 2025

Jonathan Carpenter (Principal Executive Officer)

1 unchanged sentence

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

/s/ Nana Banerjee Non-Executive Chairman March 12, 2024

/s/ Nana Banerjee Director March 6, 2025

Nana Banerjee

/s/ William P.

Livek Non-Executive Vice Chairman March 12, 2024

/s/ Itzhak Fisher Director March 6, 2025

3 unchanged sentences

/s/ David Kline Director March 6, 2025

/s/ Pierre-Andre Liduena Director March 12, 2024

Pierre-Andre Liduena

/s/ Kathleen Love Director March 12, 2024

Kathleen Love

/s/ William P.

Livek Director March 6, 2025

/s/ Matthew McLaughlin Director March 6, 2025

Matthew McLaughlin

/s/ Jeffrey Murphy Director March 6, 2025

Jeffrey Murphy

/s/ Marty Patterson Director March 6, 2025

Marty Patterson

Rosenthal Director March 12, 2024

/s/ Brian Wendling Director March 6, 2025

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