Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The Board of Directors (the "Board") of comScore, Inc. (the "Company") previously approved, subject to stockholder approval, an amendment and restatement of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the "Plan") to increase the number of shares of Company common stock available for grant under the Plan by 9,600,000 and to make certain other clarifying and ministerial changes. After taking into account this increase and subject to adjustment as provided for in the Plan, the total number of shares of Company common stock available for issuance under the Plan (including as awards of incentive stock options) is 20,250,000, including awards made prior to the amendment and restatement. The Company's stockholders approved the amendment and restatement of the Plan at the Company's 2020 annual meeting of stockholders (the "Annual Meeting") held on July 9, 2020, and the amended and restated Plan became effective as of such date. A detailed summary of the material terms of the amended and restated Plan appears under the caption "Proposal No. 4 - Approval of an Amendment and Restatement of the comScore, Inc. 2018 Equity and Incentive Compensation Plan" in the Company's proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 29, 2020, which description is incorporated by reference herein.

The foregoing description is qualified in its entirety by reference to the full text of the amended and restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The results of voting on the proposals submitted to a vote of the Company's stockholders at the Annual Meeting on July 9, 2020 are set forth below.

Proposal No. 1

Two Class I directors, Jacques Kerrest and Kathleen Love, were elected to serve for terms expiring at the Company's 2023 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified. The election results were as follows:



Nominee               For           Withheld        Broker Non-Votes
Jacques Kerrest     45,091,183       7,438,066             11,117,506
Kathleen Love       44,994,505       7,534,744             11,117,506


Proposal No. 2

The compensation of the Company's named executive officers was approved, on a non-binding advisory basis, as follows:



   For       Against    Abstain    Broker Non-Votes
48,273,160   541,594   3,714,495      11,117,506


Proposal No. 3

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified as follows:



   For       Against    Abstain    Broker Non-Votes
60,062,198   89,187    3,495,369          -


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Proposal No. 4

The amendment and restatement of the Plan was approved as follows:

For Against Abstain Broker Non-Votes 47,733,364 1,089,198 3,706,687 11,117,506

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

 Exhibit
   No.                                       Description

   10.1           comScore, Inc. 2018 Equity and Incentive Compensation Plan (as
                Amended and Restated Effective as of July 9, 2020)

  101.INS       XBRL Instance Document - the instance document does not appear in the
                Interactive Data File because its XBRL tags are embedded within the
                Inline XBRL document

  101.SCH       Inline XBRL Taxonomy Extension Schema Document

  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

  104           Cover Page Interactive Data File - the cover page iXBRL tags are
                embedded within the Inline XBRL document


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