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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 26, 2011
comScore, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-1158172
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54-1955550 |
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
incorporation)
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Identification No.) |
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
(703) 438-2000
(Registrants telephone number, including area code)
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
2004 Stock Plan
As described in Item 5.07, on July 26, 2011, at the 2011 annual meeting of stockholders of
comScore, Inc. (the Company), the Companys stockholders ratified amendments to the comScore,
Inc. 2007 Equity Incentive Plan (the 2007 Plan) primarily to, among other things, allow the
Company to qualify awards granted thereunder as performance-based within the meaning of Section
162(m) of the Internal Revenue Code. The amendments were previously approved by the Companys
board of directors subject to the ratification of the Companys stockholders at the 2011 annual
meeting of stockholders.
A summary of the 2007 Plan as well as a discussion of the changes implemented by the
amendments ratified by the Companys stockholders is set forth in the Companys proxy statement
filed with the Securities and Exchange Commission on June 10, 2011. The description of the 2007
Plan, as amended and restated, is qualified in its entirety by reference to the full text of the
Amended and Restated 2007 Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and incorporated by reference herein.
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Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders of the Company was held on July 26, 2011. The following
matters were voted upon:
1. Three Class I directors were elected to serve a three-year term expiring at the 2014 annual
meeting of stockholders or until their successors have been elected and qualified. The three
nominees receiving the largest number of affirmative votes cast representing shares of the
Companys common stock present and entitled to vote at the annual meeting were elected as Class I
directors, by the following vote:
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For |
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Withheld |
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Broker Non-Votes |
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Magid M. Abraham. |
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24,870,658 |
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321,987 |
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1,905,530 |
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William Katz |
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24,017,890 |
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1,174,755 |
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1,905,530 |
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Jarl Mohn |
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24,016,481 |
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1,176,164 |
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1,905,530 |
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2. The appointment of Ernst & Young LLP to serve as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2011, was ratified by the following vote:
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For |
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Against |
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Abstain |
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Ratification of the appointment of
Ernst & Young LLP |
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26,923,773 |
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171,806 |
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2,596 |
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3. The advisory vote as to the compensation awarded to the Companys named executive officers in
2010 was approved, on an advisory basis, by the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Approval as to the
compensation
awarded to named
executive officers
in 2010 |
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20,115,091 |
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5,053,786 |
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23,768 |
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1,905,530 |
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4. The advisory vote as to the frequency of future stockholder advisory votes regarding
compensation awarded to the Companys named executive officers received the following vote:
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Every Year |
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Every 2 Years |
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Every 3 Years |
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Abstain |
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Broker Non-Votes |
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Approval as to the
frequency of
stockholder
advisory votes on
compensation
awarded to named
executive officers |
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21,509,824 |
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60,787 |
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3,598,311 |
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23,723 |
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1,905,530 |
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5. The amendment and restatement of the 2007 Plan primarily to, among other things, allow
the Company to qualify awards granted thereunder as performance-based within the meaning of
Section 162(m) of the Internal Revenue Code was approved by the following vote:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Approval of the
amendment
and
restatement of the
2007 Plan |
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23,022,145 |
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2,156,718 |
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13,782 |
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1,905,530 |
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
10.1 |
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Amended and Restated 2007 Equity Incentive Plan |
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.
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comScore, Inc.
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By: |
/s/ Christiana L. Lin
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Christiana L. Lin |
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Executive Vice President, General Counsel, Chief Privacy Officer
and Corporate Secretary |
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Date: July 27, 2011
EXHIBIT INDEX
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Exhibit No. |
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Description |
10.1 |
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Amended and Restated 2007 Equity Incentive Plan |