Rob Snyder, In Control Of 9.3% Of Just Energy Common Shares, Proposes Expansion Of Just Energy Board And Slate Of Board Candidates Including David Crane And Himself
Steven Murray, Dan O'Malley, Barry Smitherman Also Among Board Candidates Proposed For Consideration At Just Energy Annual Meeting
March 2, 2020 Email This Story Copyright 2010-20 EnergyChoiceMatters.com
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Rob Snyder, through the entity "The Robert L. Snyder Trust - 2005 Stream" (hereafter collectively referred to as the "Reporting Persons"), has issued, in a letter to Just Energy Group Inc. (the "Company"), a shareholder proposal to nominate six individuals for election to Just Energy's Board of Directors.
Snyder most recently was the co-founder and controlling equityholder of Stream Gas & Electric, L.P., d/b/a Stream Energy, one of the largest independent deregulated energy retailers in the United States (sold to NRG Inc. during July 2019).
The Reporting Persons hold about 13,957,501 of Just Energy's common shares, representing
approximately 9.3% of such class of publicly-traded securities.
The Reporting Persons made two proposals intended for inclusion in Just Energy's Management Information Circular for the upcoming 2020 Annual General Meeting of Shareholders of Just Energy Group, Inc.: (1) increasing the number of Directors of Just Energy Group Inc. from six to eight; and (2) nominating six individuals as candidates for election to the Board of Directors
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The Reporting Persons filed today an amended Schedule 13D/A with the U.S. SEC, which states: "Based on the Reporting Persons assessments and conversations with other shareholders and management,
the Reporting Persons delivered to the Company a letter on February 28, 2020 containing certain shareholder
proposals including: (i) recommending an increase in the number of directors of the Just Energy Board from six to
eight directors and (ii) nominating six individuals as candidates for election to the Just Energy Board at its 2020
In a letter sent to Just Energy, the Reporting Persons propose nominating the following six individuals to the Just Energy Board:
The Reporting Persons stated in the letter that, in addition to the nominations listed above, "it is the current intention of the Proponent [Reporting Persons] to support the re-election of at least two
of the Company's current six Directors (if so again nominated by the Company) at the upcoming Annual
Meeting of Shareholders."
Just Energy issued a statement concerning receipt of the proposals, as follows:
"Just Energy Group Inc. ('Just Energy') or (the 'Company') (TSX:JE; NYSE:JE) confirms that it received two shareholder proposals, on February 28, 2020 – the deadline for shareholder proposals to be included in the management information circular for the 2020 annual general meeting of shareholders of the Company, by the Robert L. Snyder Trust – 2005 Stream ('Snyder'). Pursuant to the shareholder proposals, Snyder has proposed to increase the number of directors of Just Energy from six to eight, and to nominate six directors as candidates for election to the Just Energy Board of Directors (the “Board”) at the Company’s 2020 Annual Meeting of Shareholders.
"Just Energy values constructive input from all of its stakeholders. Accordingly, the Board, along with the Company’s financial and legal advisors, will consider and evaluate the shareholder proposals. At this time, there is no action for shareholders to take as a result of the shareholder proposals. The Company will update shareholders in due course.
"Just Energy’s previously announced strategic review remains active and the Company expects to announce the outcome of this review by June 30, 2020."
--- Just Energy announcement
David Crane, who holds 281,855 common shares of Just Energy, previously served as the Chief Executive Officer & President of NRG Energy, Inc. from 2003 until 2015. The amended Schedule 13D/A notes that, "During that period, he spearheaded NRG's
enormously successful entry into the competitive retail power sector through the acquisitions of the
retail businesses of Reliant Energy, Green Mountain Energy and Energy Plus."
Prior thereto, Crane was
Chief Operating Officer and later Chief Executive Officer & President of International Power PLC. Crane serves as a Board
member of the Savage Group, a privately-held services business based in Salt Lake City, and also of
VoteSolar, a not-for-profit solar advocacy group.
Steven Murray previously served as Chief Operating Officer of Direct Energy, Inc. from 2013 through 2014, and previously served as President of Direct Energy's Residential unit from 2010 through
2013. From 2006 through 2009, Murray served as Chief Operating Officer at MXEnergy. Prior thereto, he had been the Chief Executive of Shell
Energy Services Co. from 2001 through 2006, where he led the turnaround of this unit culminating in
its sale to MXEnergy. Since 2015, Murray has served as a Director of Stream Gas & Electric, L.P. as well as its successor
entity (Kynect, L.P.) and also currently stands as a Director of Texas Dow Employees Credit Union. Murray previously served, between 2003
and 2005, as Vice Chairman of the National Energy Marketers Association
Murray serves as the Chief Executive of Primus Green Energy Inc., a Houston-based company whose business is focused on small scale conversion of natural gas to methanol or gasoline
Dan O'Malley, who holds 15,000 common shares of Just Energy, is currently President and Chief Operating Officer of Kynect, L.P. (the successor entity to
Stream Gas & Electric, L.P.). Between 2016 and 2019, he held the same position at Stream Energy, which was sold to NRG
Energy during July 2019. Prior to Stream Energy, O'Malley was President and Executive Vice President of the
Americas & Emerging Markets at MoneyGram International for 24 years. He is currently an
independent Director for three privately held financial services companies and participates at various
levels with several start-up and mid-stage growth companies as an investor and advisor.
Barry Smitherman, who from 2004 through 2011 served as a Commissioner and later Chairman of the Public Utility Commission of
Texas, is an attorney, private investor, and strategic advisor focused on oil, natural gas,
water, and electric utility related issues and companies. During 2017 through 2018, Smitherman served as a Director of NRG Energy, Inc., where he was a member of the Business
Review and Audit committees. Smitherman served from 2011 through 2014 as Chairman of the Railroad Commission of Texas. Previously, Smitherman spent 16 years as an investment banker, holding leadership roles with First
Boston, J.P. Morgan Securities and Bane One Capital Markets (where he was National Head of Public
Smitherman presently teaches Texas Energy Law at the
University of Texas School of Law. He also serves on the Board of Directors of Centric Gas Services,
LLC, a privately held local gas distribution company which serves business and residential customers in
south central Texas.
Rob Snyder most recently was the co-founder and controlling equityholder of Stream Gas & Electric,
L.P., d/b/a Stream Energy, one of the largest independent deregulated energy retailers in the United
States (sold to NRG Inc. during July 2019). Before coming out of semi-retirement to found Stream
Energy during 2004, he was Managing Director of SnyderCapital Corporation, a family-controlled
private equity firm in Dallas, from 1994 through 2001. Prior thereto, Snyder served between 1992
through 1994 as Vice President for Business Development of family-controlled SnyderGeneral
Corporation, then the fourth largest global HVAC & air quality control firm. Snyder began his professional
career in 1989 as a transactional attorney with the Manhattan office of the multinational Fried Frank
law firm, and during 1988-1989 further served as Law Clerk to Justice Andrew G.T. Moore, II on the
Supreme Court of Delaware. Snyder serves on the boards of several private companies & charitable organizations, and is a past recipient of the prestigious Ernst Young Entrepreneur Of The Year award.
Richard Squires, who holds 1,008,205 common shares & 43,806 preferred shares of Just Energy, is the founder & Managing Director of Lennox Capital Partners, LP, a special situations
and value-oriented investment company and family office active in publicly-traded debt and equity as
well as private equity investments. Prior to Lennox Capital, Squires served as a Managing Director and
Co-Founder of SPI Holdings, LLC, a national real estate company with land, retail, office, hotel, mini
storage and industrial assets. Prior thereto, Squires held various senior positions with affiliates of
Rainwater, Inc. and members of the Bass Family in Fort Worth, Texas. With respect to the deregulated
power sector, Squires served as a Director of Stream Energy. Squires has also formerly been a Director of such
public and private companies as Arise Virtual Holdings, Forestar Inc., Boss Holdings, Box Energy, GSTV
and Crown American Bank.
The amended Schedule 13D/A states that the Reporting Persons, "expect to continue to communicate, with other
significant stockholders of the Company their intention to monitor the Strategic Review with a view towards other
potential courses of action regarding their investment in the Company, contingent upon the outcomes of the Strategic
Review, with particular focus upon its business, direction and appointed and/or elected leadership."
"The Reporting Persons will continue to review their investment in the Company on a continuing basis
and expect to further engage in communications with and/or express their views to and or/meet with
management, the Company’s board of directors, one or more other shareholders, officers of the Company or third
parties, including potential acquirers, service providers and financing sources, and/or formulate additional plans or
proposals regarding the Company, its assets or its securities, and may take other steps seeking to bring about changes
to increase shareholder value. Such additional proposals or positions may include one or more plans that relate to the
Company’s business, management, capital structure and allocation, corporate governance, board composition and
strategic alternatives and direction. During the course of such communications, the Reporting Persons may advocate
or oppose one or more courses of action," the amended Schedule 13D/A is states