comScore (SCOR) Proxy Filing summary

Executive summary

• A recapitalization transaction was approved, exchanging all Series B preferred stock for common stock and new Series C preferred stock, eliminating annual preferred dividends and special dividend rights, and reducing senior capital obligations.

• The transaction is subject to stockholder approval, including a separate vote by disinterested stockholders, and is expected to close after a special meeting in December 2025.

• The recapitalization is designed to improve financial flexibility, align stockholder interests, and enhance corporate governance, with a reduction in board size and director designation rights for preferred stockholders.

Voting matters and shareholder proposals

• Stockholders will vote on the recapitalization, the issuance of new Series C preferred stock and common stock, and amendments to the certificate of incorporation to increase authorized shares.

• Approval by a majority of disinterested stockholders is required, in addition to standard and class-based votes.

Board of directors and corporate governance

• Board size will be reduced from 10 to 7, with preferred stockholders designating three directors and collectively nominating a fourth (the chair), while unaffiliated directors are reduced from three to two.

• Board compensation will be reduced by over 20%, and changes to board size require majority approval by unaffiliated directors.

• Preferred stockholders must vote neutrally in the election of unaffiliated directors.