comScore (SCOR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, with voting open until June 16, 2025 at 11:59 PM ET.

• Shareholders can vote online, by phone, email, or in person at the meeting location in Reston, Virginia.

Voting matters and shareholder proposals

• Election of three directors: Itzhak Fisher, Jeff Murphy, and Marty Patterson, with board recommending a vote for all.

• Advisory vote on executive compensation (say-on-pay) recommended for approval.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2025.

• Amendment to 2018 Equity and Incentive Compensation Plan to add 2,000,000 shares for grants.

• Amendment to Certificate of Incorporation to increase authorized shares from 118,750,000 to 121,750,000 and common stock from 13,750,000 to 16,750,000.

• Amendment to Series B Preferred Stock designation to increase authorized shares and clarify dividend payment terms.

• Approval for issuance of common or Series B Preferred Stock as payment for accrued dividends, per Nasdaq rules.

Board of directors and corporate governance

• Board recommends all director nominees and all proposals for approval.