comScore (SCOR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2025, with stockholders voting on director elections, executive compensation, auditor ratification, equity plan amendments, and capital structure changes.

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

• The board recommends voting in favor of all proposals, including director elections, compensation, auditor ratification, and amendments to equity and capital structure.

Voting matters and shareholder proposals

• Seven proposals include electing three Class III directors, advisory approval of executive compensation, ratification of Deloitte as auditor, increasing shares in the equity plan, amending the certificate of incorporation and Series B Preferred Stock, and approving potential share issuances for dividends.

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

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of 10 directors divided into three classes with staggered terms; eight are independent.

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

• The board has adopted policies on director resignation, diversity, code of conduct, and annual performance reviews.

• Stockholders agreement grants certain investors the right to designate board members and committee representation.