UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2024, the Board of Directors (the “Board”) of comScore, Inc. (the “Company”) approved and adopted a Cash Incentive Plan (the “Plan”) to provide for cash awards to eligible employees of the Company and its subsidiaries, including the Company’s executive officers, as determined by the Board of Directors or a designated committee of the Board (the “Administrator”) from time to time. No awards have been made to date under the Plan.
The Plan, which has a maximum term of 10 years from the date of adoption, allows for the grant of cash awards to selected employees, up to a maximum aggregate pool amount of $20 million over the term. Individual awards may be made to eligible participants selected by the Administrator and may be evidenced by participation agreements between the Company and the participant. Awards granted under the Plan may be conditioned upon achievement of performance or service criteria established by the Administrator, which criteria may be based on any “management objective” specified under the Company’s 2018 Equity and Incentive Compensation Plan; the participant’s continued employment or service to the Company or any subsidiary; the enterprise value of the Company in any change in control, recapitalization or other transaction; or any other performance criteria as determined by the Administrator in its discretion, and may have such other terms as the Administrator may determine. In the event of a change in the capital structure of the Company, the Administrator may take action with respect to outstanding awards under the Plan, which actions may include accelerating vesting or payment, modifying conditions or limitations, converting outstanding awards into transaction-based awards, or making such other adjustments as the Administrator deems appropriate to reflect such event.
The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | comScore, Inc. Cash Incentive Plan | |
| 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 | |
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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/ Mary Margaret Curry | |
| Mary Margaret Curry | ||
| Chief Financial Officer and Treasurer | ||
Date: May 24, 2024
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