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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 20, 2010
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Introductory Note
On July 26, 2010, comScore, Inc., a Delaware corporation (the Company), filed a Current
Report on Form 8-K with the Securities and Exchange Commission (File No. 001-33520) (the Original
8-K) disclosing, among other things, the approval of certain Change of Control and Severance
Agreements by the compensation committee of the board of directors of the Company. This Amendment
No. 1 to the Original 8-K is being filed by the Company pursuant to Rule 12b-15 of the Securities
Exchange Act of 1934, as amended, to amend and restate Item 5.02 of the Original in its entirety.
The purpose of this amendment is to clarify certain disclosure included in the sixth full paragraph
under such subheading to indicate that certain equity awards held by named executive officers of
the Company are excluded from the provisions of the Change of Control and Severance Agreements
referenced in the Original 8-K.
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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. |
Change of Control and Severance Agreements
On July 20, 2010, the compensation committee of the board of directors (the Compensation
Committee) of comScore, Inc. (the Company), following consultation with a third party
compensation consultant, approved Change of Control and Severance Agreements (each, an Agreement
and collectively, the Agreements) for certain members of the Companys management, including each
of the Companys current named executive officers: Magid M. Abraham, Ph.D.; Gian M. Fulgoni;
Kenneth J. Tarpey; Gregory T. Dale; and Christiana L. Lin (each a Named Executive).
Each of the Agreements has a three-year initial term with automatic one-year renewals
thereafter, and an automatic 12-month extension following the date of a change of control. Each of
the Agreements provides that if, prior to a change of control, the Company terminates the Named
Executives employment without cause, or the Named Executive resigns from such employment for good
reason, then subject to certain covenants the Named Executive would be entitled to the following
severance benefits:
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payment of all accrued but unpaid vacation, expense reimbursements, wages and other
benefits due under Company-provided plans, policies and arrangements; |
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continuing payments at a rate equal to the Named Executives annual base salary then in
effect, for the duration of a specified severance period (as identified in the table below
for each Named Executive), to be paid periodically in accordance with the Companys normal
payroll policies; and |
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reimbursement of COBRA premiums until the earlier of the expiration of the specified
severance period or the date that the Named Executive becomes covered under a similar plan. |
The table below identifies the severance period specified in the Agreements for each Named
Executive:
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Named Executive |
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Severance Period |
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Magid M. Abraham, Ph.D.
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2 years |
Gian M. Fulgoni
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1.5 years |
Kenneth J. Tarpey
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6 months for first two years as chief financial
officer; thereafter 1.25 years |
Gregory T. Dale
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1 year |
Christiana L. Lin
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1 year |
Each of the Agreements also provides that if, on or within 12 months after a change of
control, the Company terminates the Named Executives employment without cause, or the Named
Executive resigns from the Company for good reason, then subject to certain covenants the Named
Executive would be entitled to the following severance benefits:
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payment of all accrued but unpaid vacation, expense reimbursements, wages and other
benefits due under Company-provided plans, policies and arrangements; |
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a lump sum payment (less applicable withholding taxes) equal to a specified change of
control multiple (as identified in the chart below for each Named Executive) multiplied by
the Named Executives annual base salary in effect immediately prior to the Named
Executives termination date or, if greater, at the level in effect immediately prior to
the change of control; and |
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reimbursement of COBRA premiums until the earlier of the expiration of a specified
severance period (as identified in the table above for each Named Executive) or the date
that the Named Executive becomes covered under a similar plan. |
The table below identifies the change of control multiple specified in the Agreements for each
Named Executive:
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Change Of |
Named Executive |
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Control Multiple |
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Magid M. Abraham, Ph.D.
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2x |
Gian M. Fulgoni
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1.5x |
Kenneth J. Tarpey
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1.25x |
Gregory T. Dale
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1x |
Christiana L. Lin
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1x |
Each of the Agreements with Messrs. Tarpey and Dale and Ms. Lin provides that if the Named
Executive remains employed by or continues to provide services to the Company through the one-year
anniversary of a change of control, one hundred percent of the Named Executives then outstanding
and unvested equity awards (excluding those equity awards issued on May 4, 2010, which include
their own separate acceleration provisions, as further described in that certain Current Report on
Form 8-K filed with the Securities and Exchange Commission by the Company on May 6, 2010 (File No.
001-33520) (the May 2010 Form 8-K) as of the date of the change of control shall accelerate and
become vested in full. The Agreements for Dr. Abraham and Mr. Fulgoni provide for accelerated
vesting of one hundred percent of their then outstanding and unvested equity awards (excluding
those equity awards issued on May 4, 2010, which include their own separate acceleration
provisions, as further described in the May 2010 Form 8-K) upon a change of control. Such
single-trigger acceleration is consistent with existing equity awards held by Dr. Abraham and
Mr. Fulgoni.
In the event that the benefits under an Agreement would (i) constitute parachute payments
within the meaning of Section 280G of the Internal Revenue Code (the Code) or (ii) would be
subject the excise tax imposed by Section 4999 of the Code, the Named Executive would receive such
payment as would entitle the Named Executive to receive the greatest after-tax benefit.
Kenneth J. Tarpey Compensation
On July 22, 2010 the Companys Compensation Committee approved restoring the base salary of
Kenneth J. Tarpey, the Companys Chief Financial Officer, to the base salary set forth in the terms
of his April 2009 original offer letter, such restored base salary to be effective as of July 23,
2010. Reference is hereby made to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 20, 2009, and Exhibit 10.1 thereto, for a description
of the terms and conditions of Mr. Tarpeys original offer letter.
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 29, 2010