180 Degree Capital Corp. Nominates Matthew F. McLaughlin for Election to the Board of comScore, Inc. - Seite 3

1. The Board expands to 11 members, five of whom would be non-preferred directors, with Mr. McLaughlin being appointed to the new vacancy coincident with the Annual Meeting;
2. One of the current non-preferred appointed members of the Board transitions to a Board Emeritus or other Board Advisory role in conjunction with Mr. McLaughlin's election/appointment to the Board so that person could remain involved with SCOR and its Board, if desired by both parties; or
3. One of the current non-preferred appointed members resigns from the Board in conjunction with Mr. McLaughlin's appointment to the Board that can coincide with the Annual Meeting.
   

180 Degree Capital believes each of these suggestions are viable paths forward, that would not only improve corporate governance for SCOR, but also provide its management with additional deep industry experience that is relevant to its ongoing transformation into a leader in cross-platform measurement. We also acknowledge that the preferred stockholders would need to consent to increasing the Board to 11 members from its current 10 members. Given the fact that the preferred stockholders would continue to have a majority of appointed members on the Board even with 11 total members, the unwillingness to make such a change would further reinforce our view that they have a complete disregard for the common stockholders of SCOR and further cement the fact that the Board is, de facto, comprised of one board of directors that represents the preferred stockholders and another that represents common stockholders.

180 Degree Capital is focused on providing support to management and ensuring the highest level of corporate governance of SCOR. 180 Degree Capital believes that the addition of Mr. McLaughlin to the Board accomplishes both goals, and that the unwillingness of the Board to pursue such an outcome, highlights glaringly that the Board wants to remain insulated from reality, has no self-awareness, and is not interested in building value for SCOR’s common stockholders or its employees. 180 Degree Capital believes appointing Mr. McLaughlin to the Board would provide a complementary skill set and deep industry knowledge that the management team can draw on as it develops strategies for competing in the competitive measurement world.