COMSCORE INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Jon Carpenter

COMSCORE INC.’s own tally for this item (“Elect Director: Jon Carpenter”): 6,538,342 for, 115,127 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 429,465 for.

Description as filed by funds: Election of Directors: Matt McLaughlin

COMSCORE INC.’s own tally for this item (“Elect Director: Matt McLaughlin”): 6,535,725 for, 117,744 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 429,465 for.

Description as filed by funds: Election of Directors: Bill Livek

COMSCORE INC.’s own tally for this item (“Elect Director: Bill Livek”): 6,498,030 for, 155,439 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 401,830 for, 27,635 withheld.

Description as filed by funds: Election of Directors: Leslie Gillin

COMSCORE INC.’s own tally for this item (“Elect Director: Leslie Gillin”): 5,956,572 for, 696,897 withheld, per its Form 8-K filed June 18, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 18 asset managers below reported 233,201 for, 188,280 withheld, 7,984 abstained.

Description as filed by funds: The adoption of an amendment to the Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of our common stock, by combining shares of common stock issued and outstanding or held in treasury into a lesser number of shares of common stock at a ratio in the range of 1-for-2 and 1-for-30, with the exact ratio to be selected by our Board of Directors and (ii) reduce the number of authorized shares of common stock by the same ratio as the reverse stock split ("Proposal No. 1")

The 23 asset managers below reported 9,146,539 for, 556,100 against, 41 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: The adoption of an amendment to the Certificate of Designations of the Series B Convertible Preferred Stock to clarify that the price thresholds in Sections 4(c)(i)(a), (b) and (c) of the Certificate of Designations shall be adjusted as appropriate to give effect to the reverse stock split effectuated by the company on December 20, 2023

COMSCORE INC.’s own tally for this item (“The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Series B Preferred Stock voting as a separate class as follows:”): 82,527,609 for, 0 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The amendment to the Certificate of Designations of the Series B Preferred Stock was adopted by holders of the Series B Preferred Stock voting as a separate class as follows:”
Support: 100% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 20 asset managers below reported 396,160 for, 40,305 abstained.

Description as filed by funds: The approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes to approve Proposal No. 1

The 23 asset managers below reported 9,146,539 for, 556,100 against, 41 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: The approval of an amendment to the Amended and Restated 2018 Equity and Incentive Compensation Plan to increase the number of shares of the company's common stock available for grant by 900,000

COMSCORE INC.’s own tally for this item (“5. Amendment to the Plan”): 5,544,262 for, 442,620 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 5 The amendment to the Plan was approved as follows:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 19 managers: 129,760 for, 243,052 against, 63,653 abstained.

Institutional-manager reports, all 1 managers: 293,020 for.

Description as filed by funds: The approval, on a non-binding advisory basis, of the compensation paid to the company's named executive officers

COMSCORE INC.’s own tally for this item (“2. Compensation of the Company's named executive officers”): 5,980,447 for, 100,838 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, as follows:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 19 managers: 388,176 for, 48,289 against.

Institutional-manager reports, all 40 managers: 2,070,712 for, 575 against, 600 not voted, 1,500 1 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: The recommendation, on a non-binding advisory basis, of whether the advisory vote on executive compensation should occur every year, every two years or every three years

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 19 managers: 431,254 1 year, 5,211 3 year.

Institutional-manager reports, all 40 managers: 294,520 for, 600 not voted, 1,732,980 1 year, 45,287 3 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: The ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024

The 20 asset managers below reported 428,481 for, 7,984 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.