Toby Sterling

AMSTERDAM, (Reuters) – Just Eat Takeaway.com NV announced Wednesday that two of its top leaders would be stepping down. This was just hours ahead of Europe’s biggest online delivery service due to meet with disgruntled shareholders at their annual meeting.

Adriaan Nuehn is no longer the Supervisory Chair, as his post was under severe pressure. The company announced that he will not be seeking a reappointment.

Separately it stated that Joerg Gerbig, long-serving Chief Operating Officer of the company, was being investigated for “possible misconduct at an event” and will be leaving management board until this investigation is resolved.

Both men were not eligible to be reappointed. The meeting was scheduled for Amsterdam, 1200 GMT.

Nuehn released a statement saying that it was clear that the shareholders were concerned by the difficulties facing the company. Nuehn stated that he believes not seeking re-election was the best choice for the company’s interests and those of its stakeholders.

Corinne Vigreux is the vice-chair of TomTom and a cofounder.

A second announcement was made by the company stating that Joerg Gebig had been informed recently of a formal complain about its supervisory boards “relating to potential personal misconduct at company events”.

“The company will conduct an independent investigation of the claims. It stated that “no conclusions” had been reached.

Gerbig had been exempted from the recent shareholder criticism directed at executives. However, he was reported to have agreed to cooperate with the investigation. His immediate contact was not possible.

The treatment of employees and executive behaviour has been under investigation for the past several years. There have been a number of prominent boardroom exits.

Gerbig’s term will expire at Wednesday’s AGM. However, the company stated that Gerbig could still be reelected if he is not accused of any wrongdoings.

SHAREHOLDER PRISE

Once a darling of the stock exchange, Take-Away saw its orders plummet in the first quarter. This was due to the decline in online ordering and the COVID-19 pandemic that swept through many key markets.

Additionally, Jitse Groen, Chief Executive of the company, and the boards were criticised by the company for the poorly timed purchase Grubhub (a U.S.-based business Takeaway) for $7.3B in June 2021.

Groen acknowledged that he needed to set up or sell a partnership in order to compete with companies like Doordash, Uber, and Eats (NYSE:).

Fee caps that limit the amount of commission it can charge restaurants in major markets like New York have also impacted Grubhub’s valuation and profitability.

Takeaway’s shares were down by 45 percent in 2017 and fell to 25.93 Euros ($27.25).

Cat Rock is the second largest shareholder of the company after founder Groen, holding a 6.88% share. On April 25, Cat Rock published an open letter urging shareholders not to support the reappointment Chief Financial Officer Wissink or the company’s supervisor board. [L2N2WN090]

The call got some backing from investors such as hedge fund Lucerne Capital Management.

Glass Lewis was not opposed to Wissink’s reappointment but it did recommend against Nuehn’s appointment, which would have made Wissink’s position more uncertain.

VEB, a shareholder rights group said that it is also critical of Nuehn’s reappointment to the Dutch supervision board.

Eric van den Hudding spoke on behalf of Takeaway, saying that Takeaway is in need of independent members who are able to challenge the decisions made by management.

($1 = 0.9516 euros)