comScore, Inc. (NASDAQ:SCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

comScore, Inc. (NASDAQ:SCOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June 5, 2018, the Compensation Committee of the Board of Directors of comScore, Inc. (the “Company”) granted awards of common stock, restricted stock units (“RSUs”) and performance-based RSUs to named executive officers of the Company under the Company’s 2018 Equity and Incentive Compensation Plan.

Chief Executive Officer

For the Company’s Chief Executive Officer, Bryan Wiener, the Compensation Committee granted awards consistent with Mr. Wiener’s previously disclosed employment agreement with the Company. Specifically, the Compensation Committee granted a sign-on bonus of 24,989 shares of the Company’s common stock, which were fully vested upon grant, and 24,988 RSUs, which will vest on November 30, 2019 subject to Mr. Wiener’s continued employment through such date (with accelerated payment upon certain terminations of employment or a change in control). Settlement of vested shares will be deferred until the earlier of a change in control or separation from service.

Also consistent with Mr. Wiener’s employment agreement, the Compensation Committee granted an additional sign-on award of 68,151 performance-based RSUs, which will vest subject to (x) Mr. Wiener’s continued employment through May 30, 2021, and (y) the attainment of certain Company stock price hurdles (set at 135%, 165% and 200% of the 10-day average stock price preceding the date Mr. Wiener’s employment agreement was signed), which must be maintained for at least 65 consecutive trading days during the five-year period following the date of the award. The performance-based RSUs are subject to accelerated vesting upon a change in control, with the achievement of any remaining stock price hurdles determined based on the price paid in connection with the change in control.

Finally, the Compensation Committee granted to Mr. Wiener a prorated award of 6,240 shares of common stock for the period during which he served as a non-employee member of the Company’s Board of Directors. These shares were fully vested upon grant and will be delivered no earlier than August 1, 2018 and no later than December 31, 2018, as determined by the Compensation Committee.

Other Named Executive Officers

For the Company’s Chief Financial Officer, Gregory Fink, the Compensation Committee granted a sign-on award of 33,017 RSUs, which will vest in four equal annual installments beginning on November 15, 2018, subject to Mr. Fink’s continued employment through each vesting date. The Compensation Committee also granted to Mr. Fink 4,128 RSUs in connection with a previously disclosed performance bonus, which RSUs will vest in three equal annual installments beginning on May 15, 2019, subject to Mr. Fink’s continued employment through each vesting date. Mr. Fink’s grants were made to the terms of a Restricted Stock Units Award Notice, the form of which is filed herewith as Exhibit10.1 and is incorporated herein by reference.

For the Company’s General Counsel & Chief Compliance, Privacy and People Officer, Carol DiBattiste, the Compensation Committee granted 11,380 shares of the Company’s common stock, representing the vested portion of a sign-on award for Ms. DiBattiste’s employment commencement in January 2017. The vested shares will be delivered no earlier than August 1, 2018 and no later than December 31, 2018, as determined by the Compensation Committee. The Compensation Committee granted the remaining portion of Ms. DiBattiste’s sign-on award in the form of 34,137 RSUs, which will vest in three equal annual installments beginning on January 30, 2019, subject to Ms. DiBattiste’s continued employment through each vesting date. Ms. DiBattiste’s grants were made to the terms of a Restricted Stock Units and Common Stock Award Notice, the form of which is filed herewith as Exhibit10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


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.

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