180 Degree Capital Corp. Notes Support of Its Board Nominee, Matthew F. Mclaughlin, by Board of Directors of comScore, Inc.
March 26 2024 - 9:00AM
180 Degree Capital Corp. (NASDAQ: TURN) (“180 Degree Capital”)
today noted the announcement by comScore, Inc. (“SCOR”) that SCOR’s
Nominating Committee and Board of Directors will support the
addition of 180 Degree Capital’s nominee, Matthew F. McLaughlin to
SCOR’s Board of Directors at its upcoming 2024 Annual Meeting of
Stockholders (the “Annual Meeting”).
“We commend SCOR’s Board for reaching this
conclusion and avoiding the need for a competitive proxy contest,”
said Kevin M. Rendino, Chief Executive Officer of 180 Degree
Capital. “We nominated Matt because we believe his successful
tenure as Chief Operating Officer of DoubleVerify Holdings, Inc.
(“DV”) and deep experience in the digital advertising market will
bring a much-needed skill set to SCOR’s Board along with improved
corporate governance as a strong voice for SCOR’s common
stockholders. We believe SCOR’s upcoming Annual Meeting will mark
an important step forward toward value creation for SCOR’s
long-suffering common stockholders with the addition of Jon
Carpenter and Matt to SCOR’s Board. We hope that SCOR’s Board can
now focus and reach resolution on outstanding impediments to value
creation including SCOR’s capital structure, the company’s data
license contract with its preferred stockholder, Charter
Communications, and supporting management’s efforts to run SCOR’s
business in a more efficient, profitable manner than it has in its
history.”
“It is clear the addition of Matt to SCOR’s
Board is only a first step on the path toward value creation for
all of SCOR’s stakeholders,” added Daniel B. Wolfe, President of
180 Degree Capital. “We look forward to the details of how Matt’s
addition will be implemented, be it through expanding number of
members of the Board or through a current member not standing for
re-election. We also hope the Board will support declassifying
itself and put our proposal for doing so up for ratification by
stockholders at the upcoming Annual Meeting. As we have stated from
the beginning of our public communications on SCOR, we believe the
company has unique data assets and offerings that have been
significantly undervalued by the public markets because of the
inability of SCOR’s Board to make decisions for the benefit of its
common stockholders. The addition of Matt and Jon to SCOR’s Board
shows that such decisions are possible. Now it is time to make
progress on the other impediments to value creation, and we stand
as common stockholders that will continue to fight for such
progress.”
About 180 Degree Capital
Corp.
180 Degree Capital Corp. (“180 Degree Capital”)
is a publicly traded registered closed-end fund focused on
investing in and providing value-added assistance through
constructive activism to what we believe are substantially
undervalued small, publicly traded companies that have potential
for significant turnarounds. Our goal is that the result of our
constructive activism leads to a reversal in direction for the
share price of these investee companies, i.e., a 180-degree turn.
Detailed information about 180 Degree Capital and its holdings can
be found on its website at www.180degreecapital.com.
Press Contacts:
Daniel B. WolfeRobert E. Bigelow180 Degree
Capital Corp.973-746-4500ir@180degreecapital.com
Mo ShafrothRF
Bindermorrison.shafroth@rfbinder.com
Forward-Looking Statements
This press release and the attached letter may
contain statements of a forward-looking nature relating to future
events. These forward-looking statements are subject to the
inherent uncertainties in predicting future results and conditions.
These statements reflect 180 Degree Capital’s current beliefs, are
based upon public information provided in many cases by comScore,
Inc. (the “Company”), and a number of important factors could cause
actual results to differ materially from those expressed in this
press release. Please see 180 Degree Capital’s and the Company's
respective securities filings filed with the Securities and
Exchange Commission for a more detailed discussion of the risks and
uncertainties associated with each business and other significant
factors that could affect actual results. Except as otherwise
required by federal securities laws, 180 Degree Capital undertakes
no obligation to update or revise these forward-looking statements
to reflect new events or uncertainties. The reference and link to
the website www.180degreecapital.com has been provided as a
convenience, and the information contained on such website is not
incorporated by reference into this press release. 180 Degree
Capital is not responsible for the contents of third-party
websites.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Should the Board of Directors of comScore, Inc.,
a Delaware Corporation (the “Company”), change its intent to
support the addition of Matthew F. McLaughlin to the Company’s
board of directors at the Company’s 2024 annual meeting of
stockholders (the “Annual Meeting”) as disclosed on Form 8-K filed
with the Securities and Exchange Commission (“SEC”) on March 25,
2024, 180 Degree Capital Corp., a New York Corporation (“180 Degree
Capital”), expects to nominate director candidates and file a
preliminary proxy statement and accompanying WHITE universal proxy
card with the SEC to be used to solicit votes for the election of
its slate of highly-qualified director nominees at the Annual
Meeting.
180 DEGREE CAPITAL STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER
PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation, if
required, are anticipated to be 180 Degree Capital, Kevin M.
Rendino, Daniel B. Wolfe and certain other of 180 Degree Capital's
senior management, and Matthew F. McLaughlin.
As of the date hereof, 180 Degree Capital
beneficially owns an aggregate of 415,366 shares of Common Stock,
$0.001 par value per share, of the Company (the “Common Stock”),
which includes 15,231 shares of Common Stock held in a separately
managed account for which 180 Degree Capital serves as the
investment manager. As of the date hereof, Mr. McLaughlin directly
beneficially owns 125,000 shares of Common Stock. As of the date
hereof, Mr. Rendino directly beneficially owns 26,125 shares of
Common Stock.
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