Key Summary: On March 6, 2023, 180 Degree Capital criticized the company's governance, calling for changes. On April 20, it raised concerns about dividend payments. On December 11, it proposed annual director elections starting in 2025. On January 25, 2024, they nominated Matthew F. McLaughlin for the 2024 Annual Meeting. On March 26, 2024, 180 Degree Capital expressed satisfaction with board's decision to nominate McLaughlin for Board election at 2024 AGM, urged support for declassification proposal at Annual Meeting. On April 17, 2024, 180 Degree Capital withdrew its nomination of Mr. McLaughlin and its proposal to declassify the Board.Market Cap: $73 million | comScore is a cross-platform measurement company that measures audiences, brands and consumer behavior everywhere. comScore completed its merger with Rentrak Corporation in January 2016, to create the new model for a dynamic, cross-platform world.
On March 6, 2023, 180 Degree Capital Corp (6%) issued a letter to shareholders and employees of the company to express its disappointment in the company's director compensation policy and called on the Board to make a number of corporate governance changes, including, but not limited to, augmenting the compensation policy for those Board members appointed by preferred stockholders, reducing the size of the Board, replacing over-tenured directors, eliminating the Board's classified structure, and providing additional clarity on the Special Dividend Process. As part of these changes, 180 Degree Capital Corp recommended either the immediate resignation of Brent Rosenthal from the Board or, at least, the removal of his position as Lead Independent Director on the Board.
On April 20, 2023, 180 Degree Capital Corp issued an open letter (refer "Exhibit 2")to the board to express its concerns with certain efforts by the company to pay dividends on the company's Series B Preferred Stock through the issuance of additional Series B Preferred Stock. 180 Degree Capital Corp also requests further reductions in compensation paid to the Board of Directors, the appointment of Jon Carpenter to the, the removal of Brent Rosenthal as Lead Independent Director and that Cerberus, Charter and Liberty Media/Qurate take tangible steps to reverse the destruction in value of common stock since their involvement began in March 2021.
On May 10, 2023, 180 Degree Capital Corp (6%) issued a press release containing an open letter (refer "Exhibit 3") to the preferred stockholders of the company, Cerberus, Charter and Liberty Media/Qurate. In addition to reiterating concerns detailed in the April Press Release, 180 Degree Capital Corp requested Cerberus, Charter and Liberty Media/Qurate take tangible steps to reverse the destruction in value of company’s common stock since their involvement began in March 2021. 180 Degree Capital Corp also continues to request further reductions in compensation paid to the board, the appointment of Jon Carpenter to the board, the removal of Brent Rosenthal as Lead Independent Director.
On November 29, 2023, 180 Degree Capital Corp stated that it intends to nominate at least two industry experts for the 2024 Annual Meeting, supporting Ms. Leslie Gillin's continued service on the Board, and nominating Mr. McLaughlin and Mr. Rendino for the other two director seats. Source
On December 11, 2023, 180 Degree Capital submitted a proposal, requesting that the Board take all necessary steps to declassify the Board so that commencing at the 2025 annual meeting of stockholders, directors are elected on an annual basis. Source
On January 25, 2024, 180 Degree Capital sent a formal letter to the company stating its intent to propose that the Board of Directors be declassified for annual elections starting in 2025. They also nominated Matthew F. McLaughlin for the Board at the fiscal year 2024 Annual Meeting. Source
On February 20, 2024, 180 Degree Capital issued a press release which discussed its nomination of Matthew F. McLaughlin for election to the Board at the Annual Meeting. Furthermore, 180 Degree Capital reiterated its belief that the Board requires significant improvements in corporate governance and fresh perspectives from individuals with deep industry experience in the company's markets.
On March 1, 2024, 180 Degree Capital issued a press release which discussed 180 Degree Capital's nomination of Matthew F. McLaughlin for election to the board at the AGM.
On March 26, 2024, 180 Degree Capital (8.7%) issued a press release, which noted that it is gratified that the board has determined to nominate and support the election of Matthew F. McLaughlin for election to the Board at the 2024 AGM. 180 Degree Capital is hopeful that the Board will also support declassifying itself and put such proposal up for shareholder ratification at the Annual Meeting.
On April 17, 2024, 180 Degree Capital withdrew its nomination of Mr. McLaughlin and its proposal to declassify the Board. Source
Past
On September 28, 2017, Starboard (7.2%) entered into an agreement with the company, pursuant to which, the company appointed Wesley Nichols, Paul Reilly and Bryan Wiener to the Board and agreed to appoint an additional independent director recommended by Starboard. On October 16, 2017, Michelle McKenna-Doyle was appointed to the Board as the additional independent appointee. Source
On January 16, 2018, the company entered into an agreement with Starboard under which the company:
issues $150 million in convertible notes to Starboard in exchange for $85 million in cash and $65 million in outstanding common stock, and grants Starboard an option to acquire up to an additional $50 million in convertible notes
intends to conduct convertible notes rights offering of up to $150 million to all stockholders with $100 million backstopped by Starboard
Comments