180 Degree Capital Corp. Discloses Its Votes on Proposals From Comscore, Inc. for 2023 Annual Meeting - Seite 2

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.”