On November 1, 2019, Chancellor Andre G. Bouchard of the Court of Chancery of the State of Delaware granted in part Wolf Popper’s motion for judgment on the pleadings in Geser v. Rocky Mountain Chocolate Factory, Inc., No. 2019-0764-AGB, and ordered Rocky Mountain Chocolate Factory, Inc. (“RMCF”) to hold an annual meeting to elect directors on January 9, 2020.
On September 20, 2019, Wolf Popper filed a Complaint asking the Court to order RMCF to hold an annual meeting. After extensive briefing and oral argument on Plaintiff’s motion for judgment on the pleadings and Defendants’ cross motion for summary judgment, on November 1, 2019, Chancellor Bouchard ruled from the bench that RMCF had not put forth a “compelling” reason for why it deviated from its track record of holding an annual meeting in mid-August, that he “ha[d] no doubt part of that strategy [to delay the annual meeting] was influenced by the fact that the company received a notice of a [competing] slate [of directors] that’s being proposed for two of the five board seats,” and that he was ordering RMCF to hold its annual meeting on January 9, 2020 “to prevent any mischief in trying to deviate from that schedule.” Chancellor Bouchard’s November 4, 2019 Order further provides that the record date for the annual meeting is November 22, 2019, the record date and the January 9, 2020 date for the annual meeting cannot be changed without an order from the Court, and that the shares of stock present at the annual meeting, either in person or by proxy, will constitute a quorum.