COMSCORE, INC. false 0001158172 0001158172 2019-08-12 2019-08-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2019

 

comScore, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-33520

 

54-1955550

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

11950 Democracy Drive

Suite 600

Reston, Virginia 20190

(Address of Principal Executive Offices)

(Zip Code)

(703) 438-2000

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share

 

SCOR

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 12, 2019, Paul Reilly, then a Class I member of the Board of Directors (the “Board”) of comScore, Inc. (the “Company”), the Chair of the Audit Committee of the Board and a member of the Compensation Committee of the Board, notified the Company of his resignation as director, effective immediately. Mr. Reilly sent an email to the Chairman of the Board regarding his resignation, a copy of which is attached hereto as Exhibit 17.1, and indicating that he does not believe the Company’s operating strategy is progressing fast enough, specifically in innovation and product development.

The Company has provided Mr. Reilly with a copy of the foregoing disclosure and provided him the opportunity to furnish the Company as promptly as possible with a letter stating whether he agrees with the statements made by the Company in response to this Item and, if not, stating the respects in which he does not agree.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

    No.    

   

Description

         
 

17.1

   

Email from Paul Reilly, dated August 12, 2019

         
 

101.INS

   

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

         
 

101.SCH

   

Inline XBRL Taxonomy Extension Schema Document

         
 

101.CAL

   

Inline XBRL Taxonomy Extension Calculation Linkbase Document

         
 

101.DEF

   

Inline XBRL Taxonomy Extension Definition Linkbase Document

         
 

101.LAB

   

Inline XBRL Taxonomy Extension Label Linkbase Document

         
 

101.PRE

   

Inline XBRL Taxonomy Extension Presentation Linkbase Document

         
 

104

   

Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMSCORE, INC.

     

By:

 

/s/ Carol A. DiBattiste

 

Carol A. DiBattiste

 

General Counsel & Chief Compliance, Privacy and People Officer

Dated: August 14, 2019

2