comScore, Inc. (NASDAQ:SCOR) Files An 8-K Costs Associated with Exit or Disposal ActivitiesItem 2.05
On December6, 2017, comScore, Inc. (the “Company”) announced that it is implementing a reduction in force plan that is expected to result in the termination of approximately 10% of the Company’s workforce, or approximately 175 employees. The reduction in force is being implemented following management’s determination to reduce its staffing levels and exit certain geographic regions, in order to enable the Company to decrease its global costs and more effectively align resources to business priorities. The majority of the employees impacted by the reduction in force will exit the Company in the fourth quarter of 2017, and the remainder are expected to exit the Company in the first quarter of 2018.
In connection with this reduction in force, the Company will incur certain exit-related costs, which are expected to range between $10million and $12 million, consisting primarily of one-time termination benefits and associated costs, to be settled in cash.
Item 2.05 of this Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially from expectations, and may relate to, among other things, statements regarding the Company’s current expectations and beliefs as to the timing and scope of the reduction in force plan and the amount and timing of the related costs. These forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to revise or update such statements to reflect future events or circumstances.
Item 2.05 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Principal Accounting Officer
On December6, 2017, the Company announced that Gregory A. Fink, the Company’s Chief Financial Officer and Treasurer, had been appointed as the Company’s principal accounting officer effective December5, 2017. Mr.Fink replaces Michelle Spencer, who had served as the Company’s principal accounting officer since January 2017.
Departure of Chief Operating Officer
On December6, 2017, the Company announced that Cameron Meierhoefer, the Company’s Chief Operating Officer (“COO”), stepped down as Executive Vice President and COO effective immediately. Mr.Meierhoefer will remain as an employee of the Company, serving as a Special Advisor at his current base salary, until March30, 2018 (the “Separation Date”). The Company and Mr.Meierhoefer have entered into a separation and general release agreement (“Separation Agreement”), to which the Company will make payments to Mr.Meierhoefer in the following amounts: (i)severance equal to his current base salary of $383,640, less applicable taxes and withholdings, payable in accordance with the Company’s normal payroll cycle over the 12-month period following the Separation Date, (ii)a lump sum payment of $759,683, less applicable taxes and withholdings, payable on June30, 2018, and (iii)if Mr.Meierhoefer elects continuation coverage to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and for so long as Mr.Meierhoefer has not elected replacement coverage, the premiums for such coverage (at the coverage levels in effect immediately prior to the Separation Date) for the 12-month period of his severance payments. These amounts are contingent upon Mr.Meierhoefer’s execution and non-revocation of a general release of claims and compliance with certain confidentiality, non-competition and non-solicitation obligations.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.05 | Financial Statements and Exhibits. |
(d) Exhibits.
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COMSCORE, INC. ExhibitEX-10.1 2 d486450dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (Agreement) is made as of the 5th day of December 2017,…To view the full exhibit click here
About comScore, Inc. (NASDAQ:SCOR)
comScore, Inc. is a cross-platform measurement company. The Company provides independent data, metrics, products and services to clients in the media, advertising and marketing industries. The Company delivers digital media analytics that help content owners and advertisers understand the composition of consumer media audiences, and also helps marketers understand the performance and effectiveness of advertising targeted at these audiences. The Company measures what people do as they navigate the digital world across multiple technology platforms and devices, including smartphones, tablets, televisions and desktop computers. The Company’s technology measures consumer interactions with digital media, including Websites, applications, video programming and advertising. Its solutions include Audience Analytics, Activation, Advertising Analytics and Movies Worldwide. The Company’s Audience Analytics products include MMX, Video Metrix, Mobile Metrix, qSearch and OnDemand Essentials.