SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 10, 2020
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
11950 Democracy Drive
Reston, Virginia 20190
(Address of Principal Executive Offices)
(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:
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
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
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 January 10, 2020, Dale Fuller, then a Class III member of the Board of Directors (the "Board") of comScore, Inc. (the "Company"), notified the Company of his resignation as director, effective immediately. Mr. Fuller sent an email to the Chairman of the Board regarding his resignation, a copy of which is attached hereto as Exhibit 99.1. Mr. Fuller's resignation was not because of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices.
Mr. Fuller was the last remaining Board member designated as an appointee of Starboard Value LP and its affiliates (collectively, "Starboard") in an amendment agreement, dated April 18, 2018, between the Company and Starboard pertaining to the membership and composition of the Board. Starboard has no remaining right to designate directors to the Board.
Item 9.01 Financial Statements and Exhibits.
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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.
/s/ Carol A. DiBattiste
Carol A. DiBattiste
Chief Legal and Compliance Officer
Date: January 10, 2020