“It was a terrible year for shareholders.” Chairman of the Supervisory Board Adriaan Nühn just goes straight to the point at the start of the Just Eat Takeaway shareholders’ meeting. And he doesn’t say it out loud, but it wasn’t a fun year for him either. At the end of this meeting he is suddenly a supervisory director.
And there was already so much tension surrounding this annual gathering. On Wednesday, the shareholders of Just Eat Takeaway gathered in the Hilton hotel next to Amsterdam Central Station. Because of the orange keycords that all those present were hung on arrival, the whole still looked cheerful. But the mood was anything but pleasant.
The food delivery service has been rumbling for ages. In the summer of 2020, Just Eat Takeaway announced to buy the American meal delivery company Grubhub for 6.4 billion euros. Since then, the company has not been doing well. In a year, Just Eat Takeaway lost three quarters of its market value, about 16 billion euros. It also suffered a loss of 1 billion euros last year. Much to the dismay of various shareholders, who already openly expressed strong criticism in the run-up to the annual shareholders’ meeting.
Shareholder Cat Rock Capital, with 6.9 percent the largest shareholder after CEO Jitse Groen, published last week an open letter to Just Eat Takeaway. In it, the hedge fund complains about the plummeted stock market value, the poor prospects and mismanagement. Cat Rock wants the meal delivery company to sell its American branch Grubhub (a demand that the meal delivery company has already met) and for new people to join the management. In the letter, the fund called on other shareholders to vote against the reappointment of financial director Brent Wissink, as well as a number of reappointments of supervisory directors.
Also read: Shareholder criticizes CEO Jitse Groen
CEO of Lucerne Capital Management Pieter Taselaar has also been critical of late. His hedge fund owns between 1 and 2 percent of the stock in the company. In an interview with NRC he called CEO Jitse Groen “megalomaniac” and “stubborn”.
It didn’t help the image that Bloomberg recently leaked that Just Eat Takeaway recently about 5,000 employees on a ski trip to Switzerland. Likely cost: about $16 million.
Two top men gone
And then there was the morning before the meeting. Before the opening of the stock market on Wednesday morning, Just Eat Takeaway suddenly announced that two top executives are leaving. The first: director Jörg Gerbig, the operational director (coo). A complaint has been filed against him for “personal misconduct during a company meeting”. Until further investigation is done, Gerbig is not up for re-election. The second to die: Adriaan Nühn, chairman of the supervisory board. He announced that he would not be re-elected for the position.
Was Nühn’s departure a way to already accommodate critical shareholders? At least the Cat Rock and Lucerne foremen were not reassured.
During the shareholders’ meeting (AV) they asked CEO Groen and the rest of the board very critical questions.
The crux of their criticism: they are happy with the intention to sell Grubhub, but why was that decision made so late? They also have doubts about how energetically the board is getting started with the sale. In addition, the shareholders want the company to focus again mainly on Europe, where they believe the most profit is made.
What remained implicit, but hinted at: does CEO Groen get enough contradiction in his company?
Groen did not allow the criticism to be meekly. Commissioner Nühn had called for politeness at the beginning of the meeting, but some exchanges were teetering on the edge. After Taselaar of Lucerne Capital Management had spoken, Groen reacted rather aggrieved. “I do not know you. I first read about you in the paper. How can you say management doesn’t listen to you when we barely know each other?”
Nühn tried to improve the mood a bit: “I think it would be good if you two had a beer with a drink to get to know each other.”
Then the votes on the (re)appointment of directors and supervisory directors still had to come. This is usually no more than a formality at an AGM. Directors or supervisory directors are usually approved by a vast majority of shareholders, more than 90 percent of the votes in favour is not uncommon. Just about anything below that is already seen as a vote of no confidence.
Quite a few top executives from Just Eat Takeaway got that Wednesday afternoon. For example, only 78 percent of the shareholders voted in favor of the retention of financial director Brent Wissink. The commissioners involved in the Grubhub acquisition were also reappointed at similar percentages. So not very much.
Commissioner Nühn therefore responded with a measured ‘congratulations’ to every result. He promised shareholders a speedy recovery. Just Eat Takeaway closed the day on the stock market with a drop of more than 9 percent.