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

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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.

Director Appointment; Director Resignation
On May 22, 2019, the Board of Directors (the “Board”) of comScore, Inc. (the “Company”), on the recommendation of its Nominating and Governance Committee, appointed John K. Martin Jr. as a Class III director, effective immediately. The Board also appointed Mr. Martin as Chairman of its Finance Committee to assist the Company with its financing efforts.
Mr. Martin will be compensated in accordance with the Company’s director compensation program, which provides for, among other things, an annual cash retainer of $30,000 and annual equity grant valued at $250,000. In addition, Mr. Martin was granted 9,662 deferred restricted stock units (“RSUs”) as compensation for his service as Finance Committee Chairman, with such RSUs to vest on the earlier of May 23, 2020 or a change in control of the Company.
In connection with his appointment, Mr. Martin will enter into the Company’s form indemnification agreement for directors and executive officers. The indemnification agreement generally requires the Company to indemnify directors to the fullest extent permitted by law.
There are no arrangements or understandings between Mr. Martin and any other person to which he was selected as a director.
Mr. Martin replaces Robert Norman, who notified the Company of his resignation as a Class III director on May 22, 2019, effective immediately. Mr. Norman’s resignation was not because of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, policies or practices. Following his resignation from the Board, Mr. Norman transitioned to a strategic consultant for the Board and the Company.
In light of Mr. Norman’s decision to resign, he will not stand for election at the Company’s 2019 annual meeting of stockholders, which is scheduled to be held on June 10, 2019 (the “2019 Annual Meeting”). The Board nominated Mr. Martin to be a substitute nominee for election at the 2019 Annual Meeting in place of Mr. Norman. Additional information regarding Mr. Martin and his proposed election as a director at the 2019 Annual Meeting will be provided in a supplement to the Company’s Proxy Statement that will be filed with the Securities and Exchange Commission.
The Company’s press release announcing these events is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Officer Resignation
On May 29, 2019, Kathryn Bachmann resigned as Chief Operating Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
COMSCORE, INC. Exhibit
EX-99.1 2 exhibit991pressrelease0529.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 John K. Martin Jr. Joins Comscore Board of DirectorsRESTON,…
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.