COMSCORE, INC.

0001158172 false 0001158172 2026-05-28 2026-05-28 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): May 28, 2026 COMSCORE, INC. (Exact name of registrant as specified in charter) Delaware 001-33520 54-1955550 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (Address of principal executive offices, including zip code) ( 703 ) 438–2000 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) 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. ☐ 1 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Overview On May 28, 2026, the Board of Directors (the "Board") of comScore, Inc. (the "Company") appointed Matt McLaughlin as Chief Executive Officer of the Company. On the same date, the Company's former CEO, Jon Carpenter, transitioned to a senior advisor position and stepped down from the Board, and Stuart Frankel was appointed to the Board. Matt McLaughlin Mr. McLaughlin, 57, has served on the Board since June 2024. He previously served as Chief Operating Officer of DoubleVerify Holdings, Inc., a software platform for digital media measurement and analytics, from 2011 to 2022. As COO of DoubleVerify, he directed that company's product, engineering and sales operations and managed over half of its employees. Prior to DoubleVerify, Mr. McLaughlin served as President and COO of CUNet, LLC, an online marketing agency and software subsidiary of Nelnet, Inc., from 2008 to 2011. Earlier in his career, he served as General Manager of Audience and Media at BDMetrics Inc., an information technology company; Vice President of Performance Media at VNC Communications, Inc (d/b/a Performics), a performance marketing subsidiary of DoubleClick Inc.; Senior Vice President of Operations at Heavy Hammer, Inc., a technology company; Director of Business Technology, Search Marketing and Email & Affinity Marketing at Advertising.com, Inc., an online advertising company that was acquired by AOL, Inc.; and an Applications Technology Sales Consultant for Oracle Corporation, a multinational computer technology company. Formerly, Mr. McLaughlin served as a U.S. Navy Submarine Officer from 1992 to 2000. He received a M.A. (Cantab) in Natural Science from the University of Cambridge and a B.S. in Computer Science from the United States Naval Academy. In connection with Mr. McLaughlin's appointment as CEO, he and the Company entered into a Letter Agreement, a Severance Agreement, and a Change of Control Agreement, each effective as of May 28, 2026 (the "Effective Date"). Pursuant to the Letter Agreement, Mr. McLaughlin will receive the following compensation as consideration for his services as CEO: (i) an annualized base salary of $625,000, subject to an annual 3% adjustment; (ii) eligibility to participate in the Company's short-term incentive program (the "STIP") with a target annual incentive equal to 100% of his base salary (prorated for 2026); and (iii) eligibility to participate in the employee benefit plans and programs that the Company makes generally available to its other executive officers from time to time. The Letter Agreement has an initial term of two years commencing on the Effective Date, with automatic one-year renewals unless either party provides written notice of non-renewal at least 60 days prior to the date of automatic renewal. Under the Letter Agreement, Mr. McLaughlin will also receive the following one-time equity awards (the "Awards") under the Company's Amended and Restated 2018 Equity and Incentive Compensation Plan (the "Equity Plan"): (i) options to purchase 449,727 shares of the Company's common stock, vesting ratably over three years, with a per-share exercise price equal to the closing price of the Company's common stock on the date of grant; (ii) time-based restricted stock units with respect to 303,030 shares of the Company's common stock, vesting ratably over three years; and (iii) performance restricted stock units ("PRSUs") with respect to 400,000 shares of the Company's common stock, vesting on the third anniversary of the Effective Date, subject to the achievement of certain stock-price hurdles described in the Letter Agreement. The Awards are subject to accelerated vesting upon certain events, as more fully described in the Letter Agreement. Payment for vested restricted stock units and PRSUs will be deferred until the earlier of Mr. McLaughlin's separation from service or a change of control. Under Mr. McLaughlin's Severance Agreement and Change of Control Agreement, he is generally entitled to the following payments and benefits following a qualifying termination of employment without cause or for good reason (each as defined therein): (i) continuing severance payments at a rate equal to the sum of his base salary and target STIP award for the lesser of the remainder of the applicable term and 12 months (payable in installments or a lump sum, depending on the circumstances); and (ii) reimbursement of COBRA premiums for such severance period. The payments and benefits payable to Mr. McLaughlin under the Severance Agreement and the Change of Control Agreement are subject to his timely execution of a release of claims and his continued compliance with the terms of an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement and a non-disparagement covenant. There are no arrangements or understandings between Mr. McLaughlin and any other person pursuant to which he was selected as the Company's CEO. There are no family relationships between Mr. McLaughlin and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. Mr. McLaughlin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The foregoing summary of Mr. McLaughlin's Letter Agreement, Severance Agreement and Change of Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Jon Carpenter On the Effective Date, the Company and Mr. Carpenter entered into a Separation and General Release Agreement (the "Separation Agreement"). During