UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2018
GRUBHUB INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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001-36389 |
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46-2908664 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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111 W. Washington Street, Suite 2100, Chicago, Illinois |
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60602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (877) 585-7878
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders |
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(a) |
Grubhub Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (“Annual Meeting”) on May 24, 2018. |
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(b) |
Stockholders voted on the matters set forth below. |
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1. |
Each of the Class I director nominees to the Board of Directors (the “Board”) was elected to hold office until the Company’s 2021 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The voting results were as follows: |
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Director Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Katrina Lake |
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55,038,500 |
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14,852,336 |
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5,404,779 |
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Matthew Maloney |
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55,450,128 |
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14,440,708 |
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5,404,779 |
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Brian McAndrews |
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54,513,587 |
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15,377,249 |
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5,404,779 |
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2. |
Stockholders ratified the selection of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The voting results were as follows: |
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Votes For |
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Votes Against |
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Abstentions |
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73,725,965 |
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1,544,122 |
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25,528 |
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3. |
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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68,746,621 |
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1,104,886 |
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39,329 |
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5,404,779 |
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(c) |
Not applicable. |
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(d) |
Not applicable. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GRUBHUB INC. |
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Date: May 24, 2018 |
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By: |
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/s/ Adam DeWitt |
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Adam DeWitt |
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President and Chief Financial Officer |