180 Degree Capital Corp. (“180 Degree Capital” or "we")
(NASDAQ:TURN), today announced that on January 25, 2024, it
delivered a formal letter to comScore, Inc. (“SCOR” or the
"Company") notifying it of its intention to nominate Matthew F.
McLaughlin for election to the Company's board of directors (the
"Board") at SCOR’s 2024 annual meeting of stockholders (the “Annual
Meeting”).
180 Degree Capital's nominee is:
Matthew F. McLaughlin, 54, is a retired
advertising technology executive and Naval officer. Most recently,
Mr. McLaughlin served as Chief Operating Officer of DoubleVerify
Holdings, Inc. (NYSE: DV) (“DoubleVerify”), a software platform for
digital media measurement and analytics, from 2011 to March 2022.
As COO of DoubleVerify, Mr. McLaughlin directed its Product,
Engineering and Sales Operations activity, including managing over
half the company’s employees. During his tenure, DoubleVerify grew
revenue at more than a 35% CAGR with a terminal gross profit above
30% and valuation growth of 30,000% from 2012 to 2021. Mr.
McLaughlin was deeply involved in both the private equity sale in
2017 and the multi-billion dollar initial public offering in 2021.
Mr. McLaughlin served as a Senior Advisor at DoubleVerify from
March 2022 to July 2022. As Senior Advisor, he leveraged his
decade-plus operational experience to guide the CEO on the product
strategy, technology operations and overall company performance
while transitioning these teams to new executive leadership.
Previously, Mr. McLaughlin served as President
and Chief Operating Officer of CUnet, LLC, an online marketing
agency and software subsidiary of Nelnet, Inc., from 2008 to 2011.
Mr. McLaughlin served as General Manager of Audience and Media at
BDMetrics Inc., an information technology company, from 2007 to
2008; Vice President of Performance Media at VNC Communications,
Inc (d/b/a Performics), a performance marketing subsidiary of
DoubleClick Inc., from 2006 to 2007; Senior Vice President of
Operations at Heavy Hammer, Inc., a technology company, from 2005
to 2006; Director of Business Technology, Search Marketing, and
Email & Affinity Marketing at Advertising.com, Inc., an online
advertising company that was acquired by AOL, Inc., from 2001 to
2005; and an Applications Technology Sales Consultant for Oracle
Corporation, a multinational computer technology company, from 2000
to 2001. Formerly, Mr. McLaughlin served as a U.S. Navy Submarine
Officer, from 1992 to 2000. Mr. McLaughlin received a M.A. (Cantab)
in Natural Science from the University of Cambridge and B.S. in
Computer Science from the United States Naval Academy.
As previously announced in November 2023, 180
Degree Capital originally planned to nominate two director nominee
candidates for consideration at the Annual Meeting. One of 180
Degree Capital’s original nominees was intended as a replacement
for Brent Rosenthal. 180 Degree Capital welcomed the announcement
by the Company on December 29, 2023, that Mr. Rosenthal would not
stand for re-election at the Annual Meeting. 180 Degree Capital
thanks the Board for taking incremental steps toward improving the
corporate governance of SCOR, but it believes more steps need to be
taken. Accordingly, 180 Degree Capital will pursue the nomination
of Mr. McLaughlin.
Subsequent to the announcement regarding Mr.
Rosenthal, 180 Degree Capital communicated to the Board that it
believes SCOR still needs to include a new member who will bring
fresh perspectives, business knowledge (specifically digital), and
additional focus on building value for common stockholders. The
Nominating Committee of the Board initially expressed no interest
in speaking with Mr. McLaughlin due, we believe, to a decision that
it would not nominate him for election at the Annual Meeting
regardless of his qualifications and complementary skill sets.
Subsequent discussions appear to indicate that the Nominating
Committee is willing to meet with Mr. McLaughlin, but we remain
unconvinced that the Board will take actions that will lead to Mr.
McLaughlin joining the Board at the Annual Meeting. As of the date
of this filing, there are no formal discussions planned.
180 Degree Capital realizes that there are only
three seats up for election, and it would prefer to not run
candidates against Jon Carpenter, William Livek or Leslie Gillin,
but it cannot stand idly by while the Board continues to be
dysfunctional and operate in manners that are not in the best
interest of all stakeholders.
Once again, 180 Degree Capital's strong
preference is to not engage in a competitive proxy contest. 180
Degree Capital's original filings were meant to initiate
discussions to improve the corporate governance of SCOR. Initial
steps were made on this front, but the Board only just initiated
formal discussions with 180 Degree Capital on this topic in
mid-January 2024. 180 Degree Capital is interested in action, the
type of action that only is possible with representation on the
Board. Given the limited number of director positions that are up
for election at the Annual Meeting due to the Company’s staggered
Board, 180 Degree Capital offers the following potential
solutions:
- 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;
- 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
- 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.
About 180 Degree Capital
Corp.
180 Degree Capital Corp. is a publicly traded
registered closed-end fund focused on investing in and providing
value-added assistance through constructive activism to what we
believe are substantially undervalued small, publicly traded
companies that have potential for significant turnarounds. Our goal
is that the result of our constructive activism leads to a reversal
in direction for the share price of these investee companies, i.e.,
a 180-degree turn. Detailed information about 180 and its holdings
can be found on its website at www.180degreecapital.com.
Press Contact:Daniel B. WolfeRobert E.
Bigelow180 Degree Capital
Corp.973-746-4500ir@180degreecapital.com
Mo ShafrothPeaks
Strategiesmshafroth@peaksstrategies.com
Forward-Looking Statements
This press release and the attached letter may
contain statements of a forward-looking nature relating to future
events. These forward-looking statements are subject to the
inherent uncertainties in predicting future results and conditions.
These statements reflect 180 Degree Capital’s current beliefs, are
based upon public information provided in many cases by the
Company, and a number of important factors could cause actual
results to differ materially from those expressed in this press
release. Please see the Company's securities filings filed with the
Securities and Exchange Commission for a more detailed discussion
of the risks and uncertainties associated with the Company's
business and other significant factors that could affect the
Company's actual results. Except as otherwise required by federal
securities laws, 180 undertakes no obligation to update or revise
these forward-looking statements to reflect new events or
uncertainties. The reference and link to the website
www.180degreecapital.com has been provided as a convenience, and
the information contained on such website is not incorporated by
reference into this press release. 180 is not responsible for the
contents of third-party websites.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
180 Degree Capital Corp., a New York Corporation
(“180 Degree Capital”), intends to file a preliminary proxy
statement and accompanying WHITE universal proxy card with the
Securities and Exchange Commission (“SEC”) to be used to solicit
votes for the election of its slate of a highly-qualified director
nominee at the 2024 annual meeting of stockholders of comScore,
Inc., a Delaware corporation (the “Company”).
180 DEGREE CAPITAL STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER
PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF
THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The participants in the proxy solicitation are
anticipated to be 180 Degree Capital, Kevin M. Rendino and certain
other of 180 Degree Capital's senior management, and Matthew F.
McLaughlin.
As of the date hereof, 180 Degree Capital
beneficially owns an aggregate of 340,366 shares of Common Stock,
$0.001 par value per share, of the Company (the “Common Stock”),
which includes 12,108 shares of Common Stock held in a separately
managed account for which 180 Degree Capital serves as the
investment manager. As of the date hereof, Mr. McLaughlin directly
beneficially owns 100,000 shares of Common Stock. As of the date
hereof, Mr. Rendino directly beneficially owns 20,000 shares of
Common Stock.
180 Degree Capital (NASDAQ:TURN)
過去 株価チャート
から 8 2024 まで 9 2024
180 Degree Capital (NASDAQ:TURN)
過去 株価チャート
から 9 2023 まで 9 2024