Just Energy Sets August Date For Shareholder Meeting To Address Board Composition Changes Sought By Rob Snyder
Snyder Seeks Lists Of Just Energy Shareholders
April 7, 2020 Email This Story Copyright 2010-20 EnergyChoiceMatters.com
Reporting by Paul Ring • firstname.lastname@example.org
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Just Energy Group Inc. ("Just Energy" or the "Company") announced on April 6 that it will hold its annual and special meeting of shareholders (the "Meeting") on August 11, 2020.
Just Energy said that, "The meeting will deal with normal course matters, matters related to the requisition for a special meeting of shareholders received by Robert L. Snyder Trust – 2005 Stream ('Snyder') and any other necessary business."
As first reported by EnergyChoiceMatters.com, Rob Snyder, as Trustee for The Robert L. Snyder Trust - 2005 Stream, had, in a letter sent on or about March 17, requested that Just Energy Group Inc. call a special meeting of the shareholders to consider modifying the size of the company's Board of Directors, to remove certain current board members, and to consider various individuals to fill vacancies created by such proposed action (see prior story for more specific details)
Just Energy in announcing the date of the annual and special shareholder meeting said that, "The date selected reflects the impact of the ongoing COVID-19 pandemic, associated restrictions on public gatherings, and the difficulties in holding a potentially contested virtual-only meeting in Canada."
Just Energy said that, "Shareholders will receive detailed information about the matters presented at the Meeting and how to vote in a management information circular in advance of August 11, 2020. Shareholders should read the information carefully before deciding how to vote. In the meantime, there is no need for shareholders to take any action."
Just Energy said that, "The Board’s priority remains on the safety and well-being of its employees, customers, their families and communities, as the COVID-19 pandemic evolves, and ensuring the Company’s business continuity plans are carefully executed."
As more specifically detailed in our prior story, Snyder has proposed a slate of Board nominees for Just Energy including David Whipple Crane, Steven John Murray, Daniel James O’Malley, Barry Thomas Smitherman, Robert Lloyd Snyder, and Richard Daniel Squires.
Snyder had stated in the March 17 letter that if Just Energy did not schedule a special meeting of shareholders to consider the Board proposals within 21 days, Snyder intended to call the meeting in accordance with Section 143(4) of the Canada Business Corporations Act, which provides that the holders of not less than five per cent of the issued shares of a corporation may call such a meeting if the Board does not act on such a request. As previously reported, The Robert L. Snyder Trust - 2005 Stream controls about 9.3% of the common shares of Just Energy Group Inc.
EnergyChoiceMatters.com reached out to Rob Snyder, as Trustee for The Robert L. Snyder Trust - 2005 Stream, seeking comment after Just Energy issued a news release announcing the date for the annual and special meeting of shareholders, and Snyder issued the following statement to EnergyChoiceMatters:
"In light of the exigencies of the prevailing global pandemic, the rationale offered by Just Energy today for the August 2020 setting of its annual meeting could seem quite reasonable. But when one considers all of the foot-dragging of this Board -- and combined with the reality that they waited until the very last hours of a 21-day deadline to respond to my March 16th requisition request -- it does not take a particularly suspicious mind to wonder as to whether the true motivations of the Just Energy Board might be rooted in a desire to kick this can down the road. Were I a long-standing Just Energy Board member, I too would be reticent to answer to the Company's owners for the disastrous series of events that happened on my watch during 2019 and 2020."
--- Statement By Rob Snyder
An industry source close to this unfolding situation who did not wish to be identified told EnergyChoiceMatters.com that, prior to Just Energy's announcement of the annual and special meeting date, Snyder, as Trustee for The Robert L. Snyder Trust - 2005 Stream, had on April 6 sent Just Energy a letter requiring that, pursuant to the provisions of the Canada Business Corporations Act, Just Energy furnish a list of the names of the shareholders of Just Energy Group Inc., the number of shares owned by each shareholder, and the address of each shareholder.
According to a source who was familiar with Snyder's April 6 letter sent to Just Energy, in such letter Snyder also requires that Just Energy include the name and address
of any known holder of an option or right to acquire shares of the Company, and that Just Energy include the most
recently prepared list of non-objecting beneficial owners of the shares of the Company (the "NOBO
According to a source who was familiar with Snyder's April 6 letter sent to Just Energy, Snyder included the requisite affidavits in the request, stating that the information would only be used for purposes authorized under the Canada Business Corporations Act, including a statement that the NOBO list would be used solely for one or more of the following purposes: (a) sending securityholder materials directly to NOBOs in accordance with National Instrument 54-101; (b) an effort to influence the voting of securityholders of the reporting issuer; (c) an offer to acquire securities of the reporting issuer.
A source close to Just Energy who was not authorized to speak publicly on the matter told EnergyChoiceMatters.com that Just Energy issued a response to Snyder's April 6 letter, which noted that Just Energy announced on April 6 that it will hold its annual and special meeting of shareholders on August 11, 2020.
According to the source who was familiar with Just Energy's response, Just Energy's response noted that such announcement is within 21 days of Snyder's requisition of a special meeting of shareholders dated and received on March 17, 2020.
According to the source, Just Energy's response stated, "While the date of the annual and special meeting is later than the end of June, when the Company has traditionally held its annual shareholder meeting, the date reflects the impact of the ongoing COVID-19 pandemic, associated restrictions on public gatherings, and the difficulties in holding a potentially contested virtual-only meeting in Canada. We trust that you can appreciate the unprecedented nature of current world events and that our focus remains on the safety and well-being of our employees, customers, their families and communities, as the COVID-19 pandemic evolves, and ensuring the Company’s business continuity plans are carefully executed."
According to the source, Just Energy's April 6 response further stated, "We are also in receipt of your letter of today’s date requesting certain shareholder information and will respond in due course."