comScore defers Series B preferred dividend; holders waive June 30 payment, accrue at 9.5%

COMSCORE, INC.

Series B preferred holders (Charter, Liberty Broadband, Pine Investor) waived annual dividend due June 30, 2025.
Deferred dividends accrue at 9.5% p.a. from June 30, 2025; payment due on or before December 31, 2025.
Company deferred dividend to evaluate tax impact on deferred tax assets and comply with credit agreement cash dividend restrictions.
Stockholders approved amendments increasing authorized common shares to 16,750,000 and Series B preferred shares to 104,000,000.
Equity plan amendment approved, increasing shares available for grant by 2,000,000 shares.

item 3.03 item 5.03 item 5.02 item 5.07 item 9.01

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 0.95

COMSCORE, INC.: Certificate of Amendment to Certificate of Designations of Series B Preferred Stock filed June 20, 2025, increasing authorized designated shares from 100,000,000 to 104,000,000 and clarifying counting of shares issued as dividend payments toward mandatory conversion threshold (effective 2025-06-20).

Change: charter amendment
Effective: 2025-06-20

Exact text from the filing

Also on June 20, 2025, 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. As previously disclosed, the COD Certificate of Amendment (i) increases the number of authorized shares of preferred stock designated as Series B Preferred Stock from 100,000,000 to 104,000,000 and (ii) clarifies that shares of Series B Preferred Stock issued as payment for accrued dividends on the Series B Preferred Stock, or in lieu thereof, will count toward the $100,000,000 threshold required for the Company to undertake a mandatory conversion (as defined in the Certificate of Designations) of the Series B Preferred Stock.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

COMSCORE, INC.: Certificate of Amendment to Amended and Restated Certificate of Incorporation filed June 20, 2025, increasing authorized shares from 118,750,000 to 121,750,000 and common shares from 13,750,000 to 16,750,000 (effective 2025-06-20).

Change: charter amendment
Effective: 2025-06-20

Exact text from the filing

On June 20, 2025, 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. As previously disclosed, the COI Certificate of Amendment increases (i) the total number of shares authorized for issuance from 118,750,000 to 121,750,000 and (ii) the number of shares of common stock authorized for issuance from 13,750,000 to 16,750,000.

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12 governance changes filed in the last 30 days. Browse all governance changes →

COMSCORE, INC. filing history →

Source: SEC EDGAR

accession 0001158172-25-000049

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