8-K
filed June 22, 2023, 7:59 PM ET
ticker SCOR
CIK 0001158172
other material
confidence high
sentiment neutral
materiality 0.55
ComScore shareholders approve increase in authorized shares and Series B preferred dividend flexibility
COMSCORE, INC.
- Authorized shares increased from 365M to 380M total; preferred from 90M to 105M.
- Series B preferred dividends can now be paid in cash, common stock, or preferred shares.
- Equity compensation plan amended to add 10M shares for future grants.
- Four Class I directors elected: Nana Banerjee, David Kline, Kathi Love, Brian Wendling.
- All seven proposals passed; Series B preferred holders unanimously voted for amendments.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMSCORE, INC.: Filed Certificate of Amendment to Amended and Restated Certificate of Incorporation increasing authorized shares from 365,000,000 to 380,000,000 and preferred shares from 90,000,000 to 105,000,000 (effective 2023-06-16).
- Change
- charter amendment
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "COI Certificate of Amendment") with the Secretary of State of the State of Delaware. The COI Certificate of Amendment became effective with the Secretary of State upon filing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMSCORE, INC.: Filed Certificate of Amendment to Certificate of Designations of Series B Preferred Stock permitting dividends in cash, common stock, or additional Series B preferred stock (effective 2023-06-16).
- Change
- charter amendment
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, the Company filed a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the "COD Certificate of Amendment") with the Secretary of State of the State of Delaware. The COD Certificate of Amendment became effective with the Secretary of State upon filing.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified at the 2023-06-15 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 3 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified as follows: For Against Abstain Broker Non-Votes 153,119,670 1,425,760 367,152 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis at the 2023-06-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 6 The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis as follows: For Against Abstain Broker Non-Votes 103,339,491 36,818,567 142,384 14,612,140
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis at the 2023-06-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 5 The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Company's common stock and Series B Preferred Stock voting on an as-converted basis as follows: For Against Abstain Broker Non-Votes 103,473,830 36,702,746 123,866 14,612,140
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Series B Preferred Stock voting as a separate class at the 2023-06-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The amendment to the Amended and Restated Certificate of Incorporation was adopted by holders of the Series B Preferred Stock voting as a separate class as follows: For Against Abstain Broker Non-Votes 82,527,609 0 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Series B Preferred Stock voting as a separate class at the 2023-06-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Series B Preferred Stock voting as a separate class as follows: 3 For Against Abstain Broker Non-Votes 82,527,609 0 0 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The compensation of the Company's named executive officers was approved, on a non-binding advisory basis at the 2023-06-15 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 2 The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, as follows: For Against Abstain Broker Non-Votes 133,743,122 5,259,034 1,298,286 14,612,140
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved Four Class I directors were elected to serve for terms expiring at the Company's 2026 annual meeting of stockholders at the 2023-06-15 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 1 Four Class I directors were elected to serve for terms expiring at the Company's 2026 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified. The election results were as follows: Nominee For Withheld Broker Non-Votes Nana Banerjee 126,924,148 13,376,294 14,612,140 David Kline 127,001,016 13,299,426 14,612,140 Kathi Love (1) 109,025,352 31,275,090 14,612,140 Brian Wendling 126,990,199 13,310,243 14,612,140
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COMSCORE, INC. shareholders approved The amendment to the Plan was approved at the 2023-06-15 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
Proposal No. 4 The amendment to the Plan was approved as follows: For Against Abstain Broker Non-Votes 133,598,644 6,583,508 118,290 14,612,140
View on SEC.gov
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