comScore (SCOR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with stockholders voting on key proposals including director elections, executive compensation, auditor ratification, and an equity plan amendment.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with voting available online, by phone, mail, or in person.

• Only stockholders of record as of April 20, 2026, are entitled to vote, with a quorum requiring a majority of outstanding shares.

Voting matters and shareholder proposals

• Four main proposals: election of two Class I directors, advisory vote on executive compensation, ratification of Deloitte as auditor, and approval of an amendment to increase shares in the 2018 Equity and Incentive Compensation Plan by 3,000,000.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by specific deadlines and must comply with bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes with staggered terms; five are independent.

• Stockholders Agreement grants certain investors rights to designate directors and influence board composition.

• Standing committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Governance policies include a code of conduct, director resignation policy, stock ownership guidelines, and anti-hedging rules.