| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 28, 2023, Brent Rosenthal, who stepped down as non-executive Chairman of the Board of Directors (the “Board”) of comScore, Inc. (the “Company”) in 2022, notified the Company that he will retire from the Board and not stand for reelection at the Company’s 2024 annual meeting of stockholders. Mr. Rosenthal’s decision was not as a result 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.
| Item 7.01 | Regulation FD Disclosure. |
On December 29, 2023, the Company issued a press release regarding Mr. Rosenthal’s decision to retire from the Board and not stand for reelection at the Company’s 2024 annual meeting of stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, unless expressly incorporated by reference in such filing.
Important Additional Information
The Company intends to file a proxy statement and BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the 2024 annual meeting of stockholders and, in connection therewith, the Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from the Company’s stockholders in connection with such meeting. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the special meeting of stockholders held on December 12, 2023, filed with the SEC on October 31, 2023, contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at https://ir.comscore.com/financial-information/sec-filings or on the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K, filed with the SEC on March 2, 2023. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2024 annual meeting of stockholders. Stockholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge on the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at https://ir.comscore.com/financial-information/sec-filings.
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