comScore (SCOR) investor relations material

Executive summary

• A special meeting is scheduled for December 19, 2025, to approve a recapitalization transaction with preferred stockholders, aiming to reduce senior capital, eliminate dividend burdens, realign shareholder interests, and strengthen governance to support future growth and investment.

• The recapitalization involves exchanging Series B Preferred Stock for new Series C Convertible Preferred Stock and common stock, with a one-time cash payment to preferred holders in 2028.

• The Board, guided by a special committee of disinterested directors, unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) approval of share issuance, (2) approval of exchange documents by disinterested stockholders, (3) adoption of a certificate of incorporation amendment, and (4) approval of adjournment if more votes are needed.

• Approval thresholds vary: majority of shares present for most, 75% of Series B Preferred for the COI amendment, and majority of disinterested votes for the exchange.

• Preferred stockholders have agreed to vote in favor of all proposals except to abstain on the disinterested stockholder approval.

Board of directors and corporate governance

• The Board will be reduced from 10 to 7 members, with each preferred stockholder designating one director and jointly nominating an additional director.

• Unaffiliated directors will have increased influence, and changes to board size require their approval.

• Preferred stockholders retain consent rights over key corporate actions as long as they hold at least 10% of outstanding common stock on an as-converted basis.