UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 6, 2011

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 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)

(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))

 

 

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

On September 6, 2011, Bruce Golden, a Class III member of the board of directors (the “Board”) of comScore, Inc., a Delaware corporation (the “Company”), delivered his resignation to the Board effective immediately. Mr. Golden’s resignation did not occur in connection with any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.

The Board then elected Gareth C. C. Chang to fill the vacancy on the Board prompted by Mr. Golden’s departure. Mr. Chang will serve on the Board as a Class III director whose term will expire at the 2013 annual meeting of stockholders.

The Company will compensate Mr. Chang for his services as described in the discussion of director compensation in the Company’s definitive proxy statement for its 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on June 10, 2011. Mr. Chang’s compensation will be prorated for 2011.

A press release announcing the election of Mr. Chang to the Board and the resignation of Mr. Golden is attached hereto as Exhibit 99.1.

Item 9.01.		Financial Statements and Exhibits

Exhibit No.				Description
	99.1			Press release dated September 6, 2011

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.

Date: September 6, 2011

EXHIBIT INDEX

Exhibit No.				Description
	99.1			Press release dated September 6, 2011

FOR IMMEDIATE RELEASE			Contact:	Andrew Lipsman comScore, Inc. +1 (312) 775-6510 press@comscore.com

comScore Elects Gareth C. C. Chang to Board of Directors

RESTON, VA, September 6, 2011 – comScore, Inc. (NASDAQ: SCOR), a leader in measuring the digital world, today announced that its Board of Directors has elected Gareth C. C. Chang to serve as a Director of the company. Mr. Chang’s election fills the vacancy created earlier today by the resignation of Bruce Golden, a member of comScore’s Board of Directors since June 2002.

“Gareth Chang is a welcome addition to the comScore Board of Directors that we expect will bring a deep understanding of current and evolving areas of the digital marketplace,” said Dr. Magid M. Abraham, President and CEO of comScore, Inc. “We believe that with extensive operating experience at technology and media companies across several continents – particularly in China and the Asia Pacific region – Gareth will be able to provide valuable guidance to comScore as we continue to our global expansion.”

Mr. Chang currently serves as Chairman and CEO of Towona Media, a China-based digital media provider. In addition, he serves as Chairman and Managing Partner of GC3 & Associates International, a management consulting and private investment firm specializing in strategic planning and the execution of technology and media enterprises. Mr. Chang previously served as Executive Chairman of Netstar Group Holding Company, an Asian Pacific networking system integration company, from 2003 to 2010. From 1998 to 2000, Mr. Chang was Chairman and CEO of News Corporation’s Star TV Group, the leading multi-channel satellite television network providing access to more than 300 million viewers across Asia, the Indian sub-continent, and the Middle East. He has also served in senior executive roles at Hughes Electronics and McDonnell Douglas. Mr. Chang previously served on the boards of directors of Apple Computer Inc., Agile Software Corporation, DirectTV, News Corporation and Palm, Inc., and he is currently on the board of directors of Neustar, Inc. Mr. Chang holds a B.A. from California State University-Fullerton and an M.B.A. from Pepperdine University.

“We are most grateful for the many contributions of Bruce Golden, who will be departing our board of directors following nearly 10 years of dedicated service,” said Gian Fulgoni, comScore’s Executive Chairman. “Bruce was one of our early venture capital investors, and his expertise in early-stage companies has been instrumental in guiding comScore’s success over our first decade of existence. We owe Bruce and Accel Partners a sincere debt of gratitude for their many contributions and thank them for the thoughtful advice and counsel that has helped comScore grow from a start up into a global leader in measuring the digital world.”

About comScore
comScore, Inc. (NASDAQ: SCOR) is a global leader in measuring the digital world and preferred source of digital business analytics. comScore helps its clients better understand, leverage and profit from the rapidly evolving digital marketing landscape by providing data, analytics and on-demand software solutions for the measurement of online ads and audiences, media planning, website analytics, advertising effectiveness, copy-testing, social media, search, video, mobile, cross-media, e-commerce, and a broad variety of emerging forms of digital consumer behavior. comScore services, which now include the product suites of recent acquisitions Nedstat, Nexius XPlore, ARSGroup and Certifica, are used by more than 1,800 clients around the world, including global leaders such as AOL, Baidu, BBC, Best Buy, Carat, Deutsche Bank, ESPN, Facebook, France Telecom, Financial Times, Fox, Microsoft, MediaCorp, Nestle, Starcom, Terra Networks, Universal McCann, Verizon Services Group, ViaMichelin and Yahoo!. For more information, please visit www.comScore.com.

Cautionary Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, the expected benefits of the appointment of Gareth C.C. Chang to comScore’s Board of Directors. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to, comScore’s reliance on its management team and key personnel to grow its business.

For a detailed discussion of these and other risk factors, please refer to comScore’s Annual Report on Form 10-K for the period ended December 31, 2010, Quarterly Report on Form 10-Q for the period ended June 30, 2011 and from time to time other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s Web site (www.sec.gov).

Stockholders of comScore are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. comScore does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.