Prospectus Supplement No. 14
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-226246
comScore, Inc.
11950 Democracy Drive, Suite 600
Reston, Virginia 20190
(703) 438-2000
Prospectus Supplement No. 14
(to Final Prospectus dated October 16, 2018)
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This Prospectus Supplement No. 14 supplements and amends the final prospectus dated October 16, 2018, as previously supplemented and amended (the "Final Prospectus") relating to the offer and sale by the selling stockholders named in the Final Prospectus of up to 24,425,781 shares of our common stock, par value $0.001 per share, as described in the section titled "Selling Stockholders."
On June 13, 2019, we filed with the U.S. Securities and Exchange Commission the attached Current Report on Form 8-K, which is incorporated in the Final Prospectus.
This Prospectus Supplement No. 14 should be read in conjunction with the Final Prospectus and is qualified by reference to the Final Prospectus except to the extent that the information in this Prospectus Supplement No. 14 supersedes the information contained in the Final Prospectus.
Our common stock is listed on the Nasdaq Global Select Market under the symbol "SCOR." The last reported sale price of our common stock on the Nasdaq Global Select Market on June 12, 2019 was $8.42 per share.
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Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 3 of the prospectus dated October 16, 2018, as well as those risk factors contained in the documents included or incorporated by reference in the Final Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the common stock that may be offered under the Final Prospectus and this Prospectus Supplement No. 14, nor have any of these organizations determined if this Prospectus Supplement No. 14 is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement No. 14 is June 13, 2019.
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): June 10, 2019
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)
(Former name or former address, if changed since last report)
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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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2019 annual meeting of stockholders (the "Annual Meeting") of comScore, Inc. (the "Company") was held on June 10, 2019. The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.
Proposal No. 1
Three Class III directors, Joanne Bradford, Dale Fuller and John Martin Jr., were elected to serve for terms expiring at the Company’s 2022 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified. The election results were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||
Joanne Bradford | 48,487,946 | 151,882 | 5,648,077 | |||
Dale Fuller | 48,353,160 | 286,668 | 5,648,077 | |||
John Martin Jr. | 48,420,648 | 219,180 | 5,648,077 | |||
Proposal No. 2
The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows:
For | Against | Abstain | Broker Non-Votes | |||
48,258,950 | 314,577 | 66,301 | 5,648,077 | |||
Proposal No. 3
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified as follows:
For | Against | Abstain | Broker Non-Votes | |||
54,030,323 | 201,054 | 56,528 | 0 | |||
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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/ Gregory A. Fink | |
Gregory A. Fink | ||
Chief Financial Officer and Treasurer | ||
Date: June 12, 2019
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