Marlton Partners Demands Special Meeting at 180 Degree Capital (TURN), Citing Governance Failures and Mount Logan Deal Concerns

Summary

Marlton Partners Delivers Demand that 180 Degree Capital Corp Call Special Meeting for the Election of Directors

TURN’s Ongoing Failure to Hold Annual General Meeting Represents Serious Breach of Basic Fiduciary Duties

Demand for a Special Meeting is Necessary to Protect Shareholder Interests

Chicago, June 17, 2025 -- Marlton Partners L.P., together with ATG Fund II LLC, Gabi Gliksberg and other TURN shareholders (the “Demanding Shareholders”), beneficial owners of more than ten percent of the outstanding stock of 180 Degree Capital Corp. (NASDAQ: TURN) (the "Company"), today announced that they have united for the sole purpose of delivering a letter to the TURN Board of Directors (the “Board”) demanding that TURN hold a special meeting of TURN shareholders for the election of directors to the Board pursuant to N.Y. Bus. Corp. Law Section 603.

This demand comes in response to what Marlton believes is the continued mismanagement of the Company by TURN’s Board and management team, and ongoing neglect of shareholder interests in favor of entrenching and self-serving actions, including:

• TURN’s failure to hold a 2025 Annual Meeting of Shareholders (“AGM") in accordance with the Company’s bylaws, preventing shareholders their right to vote on the constitution of the Board and other important shareholder proposals;

• Lack of progress in the six months since the Company’s proposed sale to Mount Logan Capital Inc. (CBOE Canada: MLC) was announced, during which time TURN disclosed deal-related costs of $6–7 million—equivalent to nearly 16% of Q1 NAV;

• The Board’s refusal to engage transparently with shareholders, including its failure to publish monthly NAV estimates in 2025, skipping both the FY2024 and Q1 2025 earnings calls, and failing to take questions from shareholders;

• A continued deterioration in NAV, which declined -4.7% through Q1 2025, with no updated figures or financial transparency since.

James Elbaor, Managing Partner of Marlton Partners, commented:

“It has now been more than 14 months since TURN’s last annual meeting on April 15, 2024—the last time shareholders were able to vote on the future of the Company. The Company’s most recent preliminary proxy offers no indication that a 2025 AGM will be scheduled. This delay and lack of clarity is unacceptable.

TURN shareholders deserve the opportunity to determine who leads their Company, particularly amid a mismanaged and dilutive transaction process with Mount Logan. The Board’s failure to act in the best interest of its shareholders—and refusal to even provide a forum for shareholder input—demands accountability.

This special meeting is a critical step in restoring basic shareholder rights and refocusing TURN on creating value, not preserving entrenchment.”

Marlton remains open to constructive dialogue with Company management, and believes that initiating this special meeting process is essential to ensure fair governance and protect shareholder value at this pivotal moment.

Source:

https://www.sec.gov/Archives/edgar/data/893739/000101359425000762/dfan14a180degree-0617205.htm