180 Degree Capital Corp. Issues Public Letter To Employees And Common Stockholders Of Comscore, Inc.

• 180 demands resignation of Brent Rosenthal from the SCOR's Board of Directors to be replaced by a director with a track record of success in capital markets and who will defend common shareholder rights, and absent resignation demands immediate removal as Lead Independent Director.
   
• 180 seeks further reduction in board fees, a reduction in the size of SCOR's Board, and shifting of board fees by representatives appointed by the Preferred Stockholders. 180 believes that SCOR's Board compensation after recent changes remains egregious.
• 180 requests transparency on processes that SCOR's Board will use if a special dividend is called. Puts SCOR's Directors on notice regarding their fiduciary duty to common stockholders as required under Delaware law.
• 180 suggests that the Preferred Stockholders can unlock value for all stakeholders by converting special dividend into common stock at the existing Series B Convertible Preferred Stock conversion price of $2.47 per share.

MONTCLAIR, N.J., March 06, 2023 (GLOBE NEWSWIRE) -- 180 Degree Capital Corp. (NASDAQ:TURN) ("180"), today issued the following letter to Common Stockholders and employees of Comscore, Inc. ("SCOR" or the "Company").

To the Employees and Common Stockholders of SCOR,

180 Degree Capital Corp. and its managed accounts own approximately 5.5 million shares of common stock, or 6.0%, of SCOR, making us SCOR's third largest holder of outstanding common stock and sixth largest holder of common stock including the outstanding preferred stock on an as-converted basis. To be clear, we have a high level of respect for the work of SCOR's employees and appreciate the tremendous value of the company's data assets. We commend the executive management team for reporting another quarter of operational improvement and a productive set of annual financials. In almost any analysis, SCOR's stock is woefully undervalued given its fundamentals, and has significant upside provided the SCOR's Board of Directors (the "Board") and Preferred Stockholders take immediate action. You, the employees of SCOR, have done your job and it is not your fault the stock is stuck where it is. Your Board has simply not gone far enough in doing its job.

We much prefer our communications with leadership at our portfolio holdings to remain private, collegial, and collaborative. Until recently, the Board and management maintained an open, albeit largely passive and noncommittal dialogue with us regarding the Company. Unfortunately, the Board has chosen to disregard our recent request to meet with the chairs of the Nominating and Compensation Committees, and it remains noncommittal in addressing key outstanding issues at the Company. So, enough is enough. A simple "No" to our private letter would have been more professional than ignoring the Company's third-largest shareholder. To be clear, we believe Cerberus, Charter, and Liberty Media/Qurate (collectively the "Preferred Stockholders") are value-add strategic investors and partners, but their refusal to tackle obvious overhangs to the common stock has caused it to decline in value by over 50% from the day they arrived. The destruction of value has hurt the employees of SCOR, while the Board and its Preferred Stockholders have enriched themselves.

We are therefore writing to you today, the hardworking employees and the common stockholders of SCOR, because 180 believes the Board (particularly certain representatives of the Preferred Stockholders and its Lead Independent Director) are hurting your welfare and impairing the ability to create value for all stakeholders by prioritizing their own self-interests over the interests of those to whom they owe a fiduciary duty. Specifically, we want to highlight some of the major problems at SCOR:

1. SCOR's outsized director compensation amounts to a self-serving cash grab from SCOR's balance sheet. We believe this cash should be used to build SCOR's business through investing in its greatest asset, its employees, not as a means to enrich directors.
2. Furthermore, SCOR's Board continues to refuse to provide transparency regarding how it will deliberate over a request for a special dividend from the Preferred Stockholders. We have asked; they have ignored us. So, in light of being unable to get answers on the dividend process, we will make it clear what we believe are the obligations of Board members and we will consider legal options should SCOR's Board act in an inappropriate manner. We all deserve better from SCOR's Board, and we are here to help ensure that happens.

We hope you will independently decide to echo our call to hold SCOR's Board accountable and urge it to immediately embrace the following action items to restore investor confidence and ensure SCOR's precious cash is allocated to employees who are focused on building the business. When you reflect on how many different ways the Preferred Stockholders (and selected Board members) get paid, we believe it will become obvious as to why they favor the status quo, and why the common shareholder is an afterthought and treated with such disregard.