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(Address of principal executive offices, including zip code)
(i703) i438–2000
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(Former name or former address, if changed since last report)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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iCommon
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iSCOR
iNASDAQ Global Select Market
Indicate by check mark whether the
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
CFO Appointment
On October 19, 2021, the Board of Directors of comScore, Inc. (the "Company") appointed Jonathan Carpenter, 45, as Chief Financial Officer ("CFO") and Treasurer of the
Company, effective November 29, 2021. Mr. Carpenter has served as CFO of Publishers Clearing House, a direct marketing and media company, since June 2016. Prior to Publishers Clearing House, he served in divisional CFO roles for Nielsen Company, Sears Holdings and NBC Universal. He began his career with General Electric in the GE Financial Management Program. Mr. Carpenter holds a B.A. in economics from the University of Vermont.
Upon joining the Company, Mr. Carpenter will be paid a base salary of $515,000 per year and will be eligible to participate in the Company's short-term incentive program beginning in 2022, with a target short-term incentive equal to 100% of his base salary. Beginning in 2023,
he will be eligible to participate in the Company's long-term incentive program on terms commensurate with other senior executives of the Company, subject to approval by the Board of Directors. He will also be eligible for the Company's standard benefits programs.
Mr. Carpenter will receive a one-time cash signing bonus of $300,000 on February 15, 2022, which bonus must be repaid if his employment is terminated by the Company for cause or if he voluntarily resigns without good reason (each as defined in the Severance Agreement described
below) prior to November 29, 2022. Mr. Carpenter will also receive a one-time grant of $1,600,000 in restricted stock units ("RSUs"), which will vest as to one-third on each of the first three anniversaries of his start date, generally subject to continued service through each vesting date. Vested RSUs will be deferred until the earlier of Mr. Carpenter's separation from service or a change in control of the Company. In addition to the separation benefits described below, if Mr. Carpenter's employment is terminated by the Company without cause or if he resigns for good reason, in either case prior to a change in control, a portion of the RSU grant equal to 15 months of vesting (or the remaining term, if shorter) will vest upon termination.
This RSU grant is expected to qualify as an "inducement award," available solely for new employees under limited circumstances, within the meaning of Nasdaq Listing Rule 5635(c)(4).
Mr. Carpenter will be eligible for separation benefits as set forth in a Severance Agreement and a Change of Control Agreement with the Company (the "Termination Agreements"). Each of the Termination Agreements has a two-year initial term with automatic one-year renewals thereafter. The Termination Agreements provide that if Mr. Carpenter's employment is terminated by the Company without cause or if he resigns for good reason (each as defined in the Termination Agreements), then, subject to compliance with certain post-employment covenants and execution and non-revocation
of a release of claims in favor of the Company, he would be eligible to receive (i) payment of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due under the Company's plans, policies and arrangements; (ii) reimbursement of COBRA premiums (or an equivalent cash distribution if his severance period exceeds the permitted COBRA participation period) for his severance period; and (iii) the following salary and short-term incentive payments, depending on the time of termination or resignation:
Time
of Termination or Resignation
Benefit
Prior to a change in control
Salary: Continuing cash payments at a rate equal to his base salary then in effect, for 15 months following termination, to be paid periodically in accordance with the Company's normal payroll policies.
Short-Term Incentive Benefit: A lump sum cash payment equal to the product of multiplying (A) the full-year short-term incentive award he would have earned had he remained employed through the end
of the calendar year of his termination, based on the degree of satisfaction of the applicable performance objectives, by (B) a fraction, the numerator of which is the total number of days that have elapsed during the calendar year through the date of termination and the denominator of which is the total number of days in such calendar year.
On or within 12 months after a change in control
Salary: A lump sum cash payment (less applicable withholding taxes) equal to 15 months of his base salary in effect immediately prior to his termination date or, if greater, at the level in effect immediately prior to the change in control.
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Short-Term
Incentive Benefit: A lump sum cash payment equal to the product of multiplying (A) an amount equal to the greater of (1) his target short-term incentive award for the calendar year of his termination and (2) the full-year short-term incentive award he would have earned had he remained employed through the end of the calendar year of his termination, based on the degree of satisfaction of the applicable performance objectives, to the extent determinable, by (B) a fraction, the numerator of which is the total number of days that have elapsed during the calendar year through the date of termination and the denominator of which is the total number of days in such calendar year.
Further, if Mr. Carpenter is terminated without cause or resigns for good reason on or within 12 months after a change in control, his Change of Control
Agreement provides that his then-outstanding and unvested equity awards would be subject to the following treatment:
Type of Award
Benefit
Equity awards not subject to performance goals
Such awards would vest in full.
Equity awards subject to performance goals
Such
awards would vest as to the greater of (A) the target number of shares subject to the award or (B) if at least 50% of the performance period has elapsed, the number of shares that would have been earned through the end of the performance period based on the degree of satisfaction of the applicable performance objectives.
In the event the payments or benefits under the Termination Agreements (i) would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code and (ii) would subject Mr. Carpenter to the excise tax imposed by Section 4999 of the Code, Mr. Carpenter would receive such payment as would entitle him to receive the greatest after-tax benefit.
Mr. Carpenter is expected to enter into the Company's standard form of indemnification agreement (the "Indemnification Agreement"). Pursuant to the Indemnification Agreement, the Company will agree to indemnify Mr. Carpenter against certain liabilities that may arise by reason of his status or service as CFO and Treasurer and to advancement of his expenses incurred as a result of any proceeding
as to which he may be indemnified. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under applicable law and is in addition to any other rights Mr. Carpenter may have under the Company's amended and restated certificate of incorporation, bylaws and applicable law.
There are no family relationships between Mr. Carpenter and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a
director or executive officer. There are no arrangements or understandings between Mr. Carpenter and any other persons pursuant to which he was selected as CFO and Treasurer.
As described above, Mr. Carpenter has served as CFO of Publishers Clearing House, which is a customer of the Company.In 2020 and the first nine months of 2021, the Company recognized revenue of approximately $0.2 million from transactions with Publishers Clearing House in the normal course of business.
Interim Designation
On October 19, 2021, the
Company's Board of Directors designated William Livek, the Company's current Chief Executive Officer and Executive Vice Chairman, to serve as the Company's interim principal financial officer until Mr. Carpenter's start date on November 29, 2021. Mr. Livek will not receive any additional compensation or benefits in connection with this interim designation. There are no family relationships between Mr. Livek and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements
or understandings between Mr. Livek and any other persons pursuant to which he was designated as interim principal financial officer. Information regarding Mr. Livek's business experience, positions with the Company and related transactions was previously disclosed in the Company's Proxy Statement for its 2021 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 29, 2021, 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.
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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.
