comScore, Inc. (NASDAQ:SCOR) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
On March 26, 2018, comScore, Inc. (the “Company”) issued a press release announcing that the Company had filed its Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2017. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On March 25, 2018, Susan Riley notified the Company of her resignation from the Board of Directors (the “Board”) of the Company, effective as of such date. At the time of her resignation, Ms. Riley served as Board Chair and Chair of the Audit Committee of the Board.
In connection with her resignation, the Company and Ms. Riley entered into a consulting agreement, dated as of March25, 2018 (the “Consulting Agreement”), to which Ms. Riley has agreed to serve as a consultant to the Company during the period from April 1, 2018 until December 31, 2018 (the “Consulting Period”). The Consulting Agreement provides that Ms. Riley will be paid a consulting fee of $33,500 per month during the Consulting Period.
The Consulting Agreement also provides that, in addition to the compensation due to Ms. Riley for her services as a director through the date of her resignation, Ms. Riley will also be entitled to receive 8,320 fully vested shares of the Company’s common stock, which Ms. Riley would otherwise have been entitled to receive for her services as a non-employee director during the 2017-18 term to the Company’s existing director compensation program, as promptly as practicable when the Company is able to issue such shares in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”) and the terms and conditions of any applicable Company equity plan.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Director Appointment
Effective March 26, 2018, the Board, on the recommendation of its Nominating and Governance Committee, appointed Dale Fuller to the Board. Mr. Fuller will serve on the Board as a Class III director. Mr. Fuller has not yet been appointed to any Board committees as of the date hereof.
As a non-employee director, Mr. Fuller will be compensated in accordance with the Company’s director compensation program as described in the section titled “2017 Director Compensation” of the Company’s Annual Report on Form10-K for the year ended December 31, 2017, which was filed with the SEC on March 23, 2018. In connection with his appointment, Mr. Fuller will also enter into the Company’s form indemnification agreement for directors and executive officers. The form indemnification agreement generally requires the Company to indemnify directors to the fullest extent permitted by law.
On March 26, 2018, the Company issued a press release announcing the foregoing Board changes, a copy of which is attached hereto as Exhibit 99.2.
2018 Executive Short-Term Incentive Plan
On March 21, 2018, the Compensation Committee of the Board established performance goals and targets for annual incentive awards that the Company’s executive officers are eligible to earn for fiscal year 2018. The following table sets forth the 2018 target awards for the Company’s current named executive officers, presented as a percentage of base salary:
|
Name |
Target Award (% of Base Salary) |
|
William Livek President and Executive Vice Chairman |
50% |
|
Gregory Fink Chief Financial Officer |
75% |
|
Carol DiBattiste General Counsel & Chief Compliance, Privacy and People Officer |
80% |
For each of the Company’s executive officers, including the named executive officers, 70% of the target award will be based on the Company’s achievement of pre-established goals relating to 2018 revenue and adjusted earnings before interest, taxes, depreciation and amortization. The remaining 30% of each executive officer’s target award will be based on the Company’s achievement of pre-established strategic and operating milestones. Actual amounts payable under the short-term incentive plan can range from 0% to 200% of the target award, based upon the extent to which performance under each of the criteria meets, exceeds or is below target as determined by the Compensation Committee.
Item 8.01 Other Events.
2018 Annual Meeting of Stockholders
On March 26, 2018, the Company announced that its 2018 annual meeting of stockholders (the “Annual Meeting) will be held on May 30, 2018. The close of business on April 13, 2018 has been set as the record date for the determination of stockholders of the Company entitled to notice of and to vote at the Annual Meeting. For a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the Annual Meeting to Rule 14a-8 under the Exchange Act, such stockholder proposal must be properly submitted to and received by the Company’s Corporate Secretary no later than the close of business on April 3, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
COMSCORE, INC. ExhibitEX-10.1 2 exhibit101consultingagreem.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CONSULTING AGREEMENTAGREEMENT by and between comScore,…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.