Business Context and Reporting Period
Company: comScore, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2012
Subject: Correction of an inadvertent error in the 2012 Proxy Statement and Amendment No. 1 to the 2011 Form 10-K regarding executive compensation milestones.
Key Financial Metrics
This filing does not report current period revenue, profit, cash flow, or liquidity metrics. It solely provides corrected historical data regarding the 2011 Executive Incentive Compensation Policy milestones.
| Milestone Component | Minimum ($ millions) | Target ($ millions) | Maximum ($ millions) | Weight |
|---|---|---|---|---|
| 2011 Adjusted EBITDA | 45.0 | 52.0 | 59.0 | 50% |
| 2011 Revenue | 229.0 | 236.0 | 251.0 | 30% |
| Individual Qualitative Factors | N/A | N/A | N/A | 20% |
Material Changes Versus Prior Period
The filing corrects a transposition error in previously disclosed documents (2012 Proxy Statement and 2011 Form 10-K/A). In the original filings, the milestone amounts for 2011 Adjusted EBITDA and 2011 Revenue were inadvertently swapped. This 8-K restores the correct values to their respective rows. No other changes to the Milestone Table were made.
Guidance, Outlook, and Risks
Management Commentary: The Company states the error was inadvertent and that the corrected table represents the accurate factors considered for executive awards for Dr. Abraham, Mr. Tarpey, and Mr. Fulgoni.
Risks/Contingencies: The filing notes that this supplemental information must be read in conjunction with the original 2012 Proxy Statement and the 2011 Form 10-K/A. No new financial risks or contingencies are disclosed in this report.
Investor Verification Checklist
- Verify the corrected 2011 Adjusted EBITDA milestones ($45.0M - $59.0M) against the 2011 Form 10-K financial results.
- Verify the corrected 2011 Revenue milestones ($229.0M - $251.0M) against the 2011 Form 10-K financial results.
- Confirm that the original 2012 Proxy Statement and 2011 Form 10-K/A have been superseded by this correction for executive compensation analysis.
- Note that the filing does not provide updated forward-looking guidance or current period financial performance.