Just Eat COO Under Investigation for Misconduct at Company Event

(Bloomberg) -- Just Eat Takeaway.com NV is facing a full-scale crisis after the company launched an internal investigation into its chief operating officer, and its chairman stepped down after an investor revolt.

The company said Jorg Gerbig would no longer be up for reappointment as COO at its annual general meeting on Wednesday, after a complaint over personal misconduct at a company event, according to a statement on Wednesday. No further details were provided.

Chairman Adriaan Nuhn also did not seek re-election, after major shareholder proxy services criticized the board's lack of gender diversity and governance. Both Gerbig and Nuhn will leave the board immediately. Corinne Vigreux will take over as chair on an interim basis.

Nuhn said at the AGM that the supervisory board was informed about the complaint regarding Gerbig on Sunday.

“It is clear that shareholders have concerns about the challenges the company is facing,” Nuhn said in the statement. “Not seeking re-election is, I believe, the best decision I can take with regard to serving the interests of the company.”

Just Eat shares have fallen 49% year-to-date, dropping as much as 8.8% in Amsterdam on Wednesday, and the announcements plunge the food delivery company into further chaos.

The company recently faced criticism for holding a company-wide annual skiing trip. Some 5,400 staffers arrived at the village of Arosa, Switzerland, for four-day shifts on the slopes at the event last month, at a time when investors were publicly attacking the company's strategy.

Cat Rock Capital Management LP, which owns about 6.9% of Just Eat, has urged shareholders to vote against the delivery company's Chief Financial Officer Brent Wissink and supervisory board at the AGM citing a “complete loss of trust” in management. Other investors such as Lucerne Capital Management have also said they planned to vote similarly.

However, Wissink was re-elected alongside Chief Executive Officer Jitse Groen and the remaining members of the supervisory board at the meeting on Wednesday.

The share-price collapse is a dramatic reversal for Groen, who founded his company in 2000 as a college student before dropping out. Previously worth just over 17 billion euros ($17.9 billion) in 2021 due to a boost from the pandemic, its market value has fallen to just 5.5 billion euros.

Just Eat said in April that it's exploring a sale for Grubhub, less than a year after completing an acquisition for it worth $7.3 billion. The company also pared its projections for growth this year in a late April report, and said orders on its platform rose less than expected at the start of 2022.

Shareholder proxy services Institutional Shareholder Services Inc. and Glass Lewis had also recommended voting against the re-election of supervisory board chairman Nuhn over the board's lack of gender diversity, and environmental and social governance, respectively.

Just Eat announced in January that board member Gwyn Burr will step down after the shareholder meeting, leaving a board that is 17% female, according to ISS.

A Bloomberg Data analysis of companies that have disclosed gender per board member found that about 38% of directorships for Europe's Stoxx 600 companies are held by women. In the IT sector, that rises to about 40%.