Business Context and Reporting Period
This Form 8-K filing by comScore, Inc. (Delaware) was submitted on January 13, 2015, reporting events occurring on that date and effective January 15, 2015. The filing addresses changes to the composition of the Board of Directors.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to director compensation and a specific customer transaction:
- Director Compensation: Non-employee directors receive an annual restricted stock grant valued at $125,000. New directors receive an initial grant valued at $62,500.
- Customer Transaction (P&G): During the year ended December 31, 2014, Procter & Gamble purchased services totaling approximately $5,069,187. Accounts receivable from P&G were $662,047 as of December 31, 2014.
Material Changes
The primary material change is the departure of Jeffrey Ganek, a Class III director, effective January 15, 2015. His resignation was not connected to any disagreement with the Company regarding operations, policies, or practices. To fill the vacancy, the Board elected Joan Lewis as a Class III director, with a term expiring at the 2016 annual meeting. Ms. Lewis is expected to serve on the Audit Committee.
Outlook, Risks, and Contingencies
The filing discloses a potential conflict of interest contingency regarding the new director, Joan Lewis. From 2008 to 2014, Ms. Lewis served as Senior Vice President at The Procter & Gamble Company (P&G), a customer of comScore. The filing states that Ms. Lewis did not have direct authority over P&G's contracts with comScore nor did she receive direct material benefit from these transactions. No other risks, guidance, or unusual items are disclosed in this report.
Investor Verification Checklist
- Verify the effective date of Jeffrey Ganek's resignation (January 15, 2015).
- Confirm Joan Lewis's appointment to the Board and her expected role on the Audit Committee.
- Review the 2014 proxy statement for details on the director compensation policy referenced in the filing.
- Assess the significance of the $5.07 million in annual revenue from P&G relative to the Company's total revenue.
- Confirm that Ms. Lewis's prior role at P&G did not involve direct authority over contracts with comScore.