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”):

1. 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.
   
   
2. to approve, on a non-binding advisory basis, the compensation paid to SCOR’s named executive officers;
   
   180 voted FOR this proposal.
   
   
3. 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.
   
   
4. 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.
   
   
5. 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.
   
   
6. 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