comScore (SCOR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2025, with eight key proposals for shareholder vote, including director elections, executive compensation, auditor ratification, equity plan amendments, and capital structure changes.

• Shareholders can vote in person or by proxy, with detailed instructions provided for all forms of ownership.

• Proxy materials are distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, approving executive compensation (say-on-pay), ratifying Deloitte as auditor, amending the equity plan to add 2 million shares, increasing authorized common and preferred shares, amending Series B Preferred Stock terms, and approving potential share issuances for dividend payments.

• Each proposal has specific voting requirements, with some requiring a majority and others a supermajority of Series B Preferred Stock.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of 10 directors divided into three staggered classes, with eight deemed independent.

• Board committees include Audit, Compensation, Nominating and Governance, and Finance and Acquisitions, all composed of independent directors.

• The board follows policies on diversity, director independence, and annual performance reviews.

• A director resignation policy is in place for nominees receiving majority withhold votes.