By Toby Sterling
AMSTERDAM (Reuters) -Just Eat Takeaway.com NV said on Wednesday two of its most senior leaders were to step down, just hours before Europe's largest online meal delivery company was due to face off with unhappy shareholders at its annual meeting.
Supervisory Chairman Adriaan Nuehn, whose position had been under pressure, will not seek reappointment, the company said.
Separately, it said longtime Chief Operating Officer Joerg Gerbig was under investigation for "possible personal misconduct at a company event", and would be leaving the management board "at least" until it is concluded.
Shareholders have criticised the recent management of the loss-making company, whose most pressing question is arguably how to dispose on favorable terms of its U.S. arm Grubhub, which it purchased just last year for $7.3 billion euros.
Chief Executive Jitse Groen announced last month he was exploring strategic options including a possible sale of the unit.
Takeaway's shares, which have slid more than 40% in 2022 alone, fell another 8.5% to 24.20 euros in early trading on Wednesday, down from around 110 euros in October 2020 and not far from the company's 2016 IPO price of 23 euros.
Items approving the reappointment of both Nuehn and Gerbig were withdrawn from the agenda of Wednesday's meeting, set for 1200 GMT in Amsterdam.
"It is clear that shareholders have concerns about the challenges the company is facing," Nuehn said in a statement. "Not seeking re-election is, I believe, the best decision I can take with regard to serving the interests of the company and its stakeholders."
The company's vice chair Corinne Vigreux, a co-founder of Dutch electronics group TomTom, will assume Nuehn's duties while a formal replacement is sought.
In a second announcement, the company said its supervisory board had recently been informed of a formal complaint regarding Joerg Gerbig "relating to possible personal misconduct at a company event".
"The company has initiated an investigation into the allegations... and will engage an external expert to conduct (it)." It added: "No conclusions have been drawn."
Gerbig, who was said to be cooperating with the investigation, could not immediately be reached for comment. The company said complaints against him "were not related to financial or reporting obligations".
Executive behaviour and treatment of employees have been under scrutiny in recent few years, prompting a string of high-profile boardroom departures.
The company said Gerbig's term would end at the closing of Wednesday's AGM, adding that it was possible he could be put up for re-election if allegations against him proved unfounded.
In a note, Credit Suisse (SIX:CSGN) said Gerbig was considered "well respected in public markets" and that the investigation will add to uncertainty around the company.
SHAREHOLDER PRESSURE
Takeaway, once a stock market darling, saw orders fall in the first quarter as the online food ordering boom faded along with the COVID-19 pandemic in many key markets.
It reported a more than 1 billion euro loss in 2021, though Groen has said it is on track to become profitable on an operating basis in 2023.
Both the company's boards and Groen specifically have been criticised for the Grubhub purchase.
Grubhub's profitability and valuation have been damaged by fee caps on the commissions it is allowed to charge restaurants in key markets such as New York, and it is also facing stiff competition from the likes of Doordash and Uber (NYSE:UBER) Eats.
Earlier this year Groen was forced to defend a ski trip for employees to Switzerland in April as an unnecessary luxury, given the company's financial situation. He argued the benefits to morale after two difficult years outweighed the costs.
Cat Rock, the company's second-largest shareholder with a 6.88% stake, published an open letter on April 25 urging shareholders to vote against the reappointment of Chief Financial Officer Brent Wissink and the supervisory board. [L2N2WN090]
That received some support from other investors, including hedge fund Lucerne Capital Management.
While shareholder advisory body Glass Lewis did not oppose Wissink's reappointment, it did advise against the re-appointment of Nuehn.
Shareholder rights organization VEB said it was also critical and would be voting against the reappointment of the Dutch supervisory board members including Nuehn.
Organization spokesman Eric van den Hudding said Takeaway needs independent members capable of challenging management board decisions.
($1 = 0.9516 euros)