Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2021, comScore, Inc. (the "Company") and Gregory Fink, the Chief
Financial Officer and Treasurer of the Company, entered into a Separation and
General Release Agreement (the "Separation Agreement") in connection with
Mr. Fink's resignation from the Company. Mr. Fink's separation from employment
with the Company will become effective on August 31, 2021 (the "Separation
Date"). The Separation Agreement provides that Mr. Fink will become entitled to
certain payments and benefits that are currently provided in the Change of
Control and Severance Agreement (the "Prior Agreement") previously entered into
between the Company and Mr. Fink, effective as of September 7, 2018, and based
on the form agreement previously filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on September 10, 2018, and as further described in such
Current Report. The payments and benefits to be provided to Mr. Fink are those
provided for under the Prior Agreement in connection with a termination without
cause or a resignation for good reason absent a change of control, subject to
the following modifications: (i) the prorated short-term incentive award that
Mr. Fink will receive for 2021 will not be less than $97,366, (ii) 8,254
restricted stock units previously awarded to Mr. Fink in 2018 and currently
outstanding will become fully vested as of the Separation Date, and the related
shares will be distributed to Mr. Fink on March 3, 2022, and (iii) Mr. Fink will
be reimbursed for up to $10,000 of attorneys' fees incurred by him in connection
with the review and negotiation of the Separation Agreement. In addition, the
Separation Agreement provides that the 141,592 restricted stock units subject to
Mr. Fink's Restricted Stock Units Award Agreement dated March 10, 2021 and
currently outstanding (the "2021 RSUs") will become fully vested as of the
Separation Date, which vesting is consistent with the terms of that Restricted
Stock Units Award Agreement (based on the form of such agreement filed as
Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2021) in the event of a termination by the Company without cause or by
Mr. Fink for good reason. Shares relating to the 2021 RSUs will be distributed
to Mr. Fink during the first 10 days of March 2022.
The Separation Agreement also provides that, for the six-month period following
the Separation Date, Mr. Fink will provide the Company with such consultation,
information and assistance as the Company may reasonably request from time to
time with respect to, among other things, the transition of his duties and
responsibilities. The Company has agreed to pay Mr. Fink$350 per hour for such
services to the extent he spends more than (i) 10 hours providing such services
in either the first or second month following the Separation Date, (ii) eight
hours providing such services in the third month following the Separation Date,
(iii) six hours providing such services in the fourth month following the
Separation Date, (iv) four hours providing such services in the fifth month
following the Separation Date, or (v) two hours providing such services in the
sixth month following the Separation Date.
Under the Separation Agreement, Mr. Fink agreed to a comprehensive release of
claims in favor of the Company and its affiliates. Mr. Fink also reaffirmed his
commitment to be bound by restrictive covenants regarding non-disclosure of
confidential information and non-competition and non-solicitation requirements.
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Separation Agreement, a copy of which is expected to be filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the period ended September 30,
2021, and the full text of the Prior Agreement as previously disclosed.
Item 7.01 Regulation FD Disclosure.
On July 23, 2021, the Company issued a press release announcing Mr. Fink's
departure from the Company. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release dated July 23, 2021
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101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
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