180 Degree Capital Corp. Discloses Its Votes on Proposals From Comscore, Inc. for 2023 Annual Meeting
MONTCLAIR, N.J., May 31, 2023 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) ("180") today disclosed that it has voted its approximately 6% of outstanding common stock as follows on the proposals included in the proxy statement for the 2023 Annual Meeting of Stockholders for Comscore, Inc. ("SCOR"):
- to elect Nana Banerjee, David Kline, Kathi Love and Brian Wendling as Class I directors to serve for terms expiring at SCOR's 2026 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified;
180 WITHHELD votes for all nominated directors to emphasize its position that SCOR's Board has not taken action for the benefit of all stakeholders of SCOR. - to approve, on a non-binding advisory basis, the compensation paid to SCOR's named executive officers;
180 voted FOR this proposal. - to ratify the appointment of Deloitte & Touche LLP as SCOR's independent registered public accounting firm for the fiscal year ending December 31, 2023;
180 voted FOR this proposal. - to approve an amendment to SCOR's Amended and Restated 2018 Equity and Incentive Compensation Plan to increase the number of shares of SCOR's common stock, par value $0.001 per share (the "Common Stock") available for grant by 10,000,000;
180 voted FOR this proposal. - to adopt an amendment to the Certificate of Designations of SCOR's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock") to (i) permit us to pay annual dividends on the Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, in each case in accordance with the amendment and as elected by members of SCOR's Board of Directors who have not been designated by, and are not affiliated with, any holder of Series B Preferred Stock (the "Disinterested Directors"), and (ii) make certain other clarifying and conforming changes to the Certificate of Designations, including with respect to intended tax treatment;
180 voted AGAINST this proposal primarily due to our opposition to the ability this proposal would provide to pay annual dividends in Series B Preferred Stock. - to adopt an amendment to SCOR's Amended and Restated Certificate of Incorporation to authorize additional shares of preferred stock, par value $0.001 per share ("preferred stock") in order to permit us to issue additional shares of Series B Preferred Stock and other preferred stock and pay annual dividends in the form of Series B Preferred Stock, in accordance with the Certificate of Designations amendment and if elected by the Disinterested Directors; and
180 voted AGAINST this proposal primarily due to our opposition to the ability this proposal would provide to pay annual dividends in Series B Preferred Stock. - to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of Common Stock or Series B Preferred Stock as annual dividends on the Series B Preferred Stock, in accordance with the terms of the Certificate of Designations amendment and if elected by the Disinterested Directors.
180 voted AGAINST this proposal primarily due to our opposition to the ability this proposal would provide to pay annual dividends in Series B Preferred Stock.
Additional Management Commentary
"Following a series of public letters that detailed our concerns with the corporate governance of SCOR's Board as well as suggestions for actions SCOR's Board and preferred stockholders could take in order to enhance value creation for all of SCOR's stakeholders, SCOR's board has remained silent and done nothing," said Kevin M. Rendino, Chief Executive Officer of 180. "We are stunned by the lack of common sense that permeates SCOR's Board and its arrogance for refusing to find simple ways to demonstrate alignment of interests with common stockholders; your do-nothing approach has resulted in staggering value destruction and a common stock that now trades below $1.00 per share."
"We assume the time value and target return on investment are important parameters for each of SCOR's preferred stockholders, Cerberus, Charter and Liberty Broadband," added Daniel Wolfe, President of 180. "To that end, we believe that appreciation in the value of SCOR's common stock is required to achieve these targets versus sitting idly by while clipping a below-market, 7.5% coupon on their preferred stock. We therefore offer up the following outside-of-the-box suggestion that we believe would result in immediate appreciation of SCOR's common stock: take the next annual dividend in common stock at the same effective price per share Qurate sold its preferred stock stake to Liberty Broadband, or approximately $2.09 per share. Taking this step will allow everyone to see how the common stock responds if the preferred stockholders align themselves with all of SCOR's stakeholders."
"Put simply, inaction is not acceptable," concluded Mr. Rendino. "SCOR's Board and preferred stockholders need to take action now to reverse the destruction in value under their watch."
About 180 Degree Capital Corp.
180 Degree Capital Corp. 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 and its holdings can be found on its website at www.180degreecapital.com.
Press Contact:
Daniel B. Wolfe
Robert E. Bigelow
180 Degree Capital Corp.
973-746-4500
[email protected]
Mo Shafroth
Peaks Strategies
[email protected]
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 the 180's current beliefs, are based upon public information provided in many cases by 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'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 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 is not responsible for the contents of third-party websites.
