Cases & Investigations
Rocky Mountain Chocolate Factory, Inc.
Type: Notable Cases
Case Number: 2019-0764-AGB
Court: Delaware Chancery Court
Wolf Popper Files Complaint Asking the Delaware Court of Chancery to Require Rocky Mountain Chocolate Factory to Hold an Annual Meeting
From 2015 through 2018, Rocky Mountain Chocolate Factory, Inc. (“RMCF”) filed with the SEC its proxy statement for RMCF’s annual meeting in late-June, and held its annual meeting to elect directors in mid-August. On August 17, 2018, RMCF held its last annual meeting. Delaware General Corporation Law Section 211 requires that Delaware Corporations must hold an annual meeting at least once every thirteen months.
On April 26, 2019, AB Value Management, LLC (“AB Value”) filed a Schedule 13D with the SEC disclosing it owned approximately 7.53% of RMCF’s common stock, and on or about May 18, 2019, AB Value, nominated two individual for election to RMCF’s five person Board of Directors. On July 30, 2019, AB Value filed a preliminary proxy statement with the SEC seeking election of its director nominees.
On August 28, 2019, RMCF announced that its next annual meeting would take place on January 9, 2020. This was nearly 17 months after its last annual meeting and nearly 4 months after the Delaware statutory deadline to hold an annual meeting expired on September 17, 2019.
On September 20, 2019, Wolf Popper filed a Complaint, Geser v. Rocky Mountain Chocolate Factory, Inc., No. 2019-0764-AGB, asking the Court to order RMCF to hold an annual meeting.
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