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

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.

Dated: August 14, 2019