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 11, 2016 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 111 W. Washington Street, Suite 2100, Chicago, Illinois 60602 (Address of Principal Executive Offices) (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): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders (a) Grubhub Inc. (the Company ) held its 2016 Annual Meeting of Stockholders ( Annual Meeting ) on May 11, 2016. (b) (c) (d) Stockholders voted on the matters set forth below. 1. each of the Class II director nominees to the Board of Directors (the Board ) was elected to hold office until the Company s 2019 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. the voting results were as follows: Director Name Votes For Votes Withheld Broker Non-Votes David Fisher 53,533,757 502,424 9,606,311 Justin L. Sadrian 53,909,289 126,892 9,606,311 Benjamin Spero 53,923,539 112,642 9,606,311 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, 2016. the voting results were as follows: Votes For Votes Against Abstentions 63,579,037 58,448 5,007 3. Stockholders approved, on an advisory basis, the compensation of the Company s named executive officers. the voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 52,942,701 1,087,442 6,038 9,606,311 4. Stockholders recommended, on an advisory basis, every 1 Year as the frequency of future advisory votes on named executive officer compensation. the voting results were as follows: Not applicable. Every 1 Year Every 2 Years Every 3 Years Abstentions 46,724,522 23,500 1,511,189 5,776,970 Based on the voting results of the 2016 Annual Meeting, and the Board s recommendation that was included in the Proxy Statement for the Annual Meeting, the Company determined to include a stockholder advisory vote on named executive officer compensation in its proxy materials annually until the next required vote on the frequency of advisory votes on named executive officer compensation. Item 7.01 Regulation FD Disclosure On May 11, 2016, the Company issued a press release that updated its previously issued second quarter and full year 2016 guidance to take into account its acquisition of the issued and outstanding stock of LAbite.com, Inc. and KMLee Investments Inc. A copy of the press release is attached hereto as exhibit 99.1 and is incorporated herein by reference. the information in this Item 7.01 is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities exchange Act of 1934, as amended (the Exchange Act ), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. (d) exhibits Financial Statements and Exhibits the following exhibit is furnished with this report: Exhibit Number Description 99.1 Press Release issued by GrubHub Inc. on May 11, 2016.
SIGNATURES 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. GRUBHUB INC. Date: May 11, 2016 By: /s/ ADAM DeWItt Adam DeWitt Chief Financial Officer
EXHIBIT INDEX Exhibit Number Description 99.1 Press Release issued by GrubHub Inc. on May 11, 2016.
Exhibit 99.1 GRUBHUB COMPLETES ACQUISITION OF LABITE Chicago, IL May 11, 2016 Grubhub Inc. (NYSE: GRUB), the leading takeout marketplace, today announced it has completed the acquisition of LAbite. Second Quarter and Full Year 2016 Guidance Grubhub is making the following adjustments to its previous outlook for the second quarter and full year of 2016, based on information available as of May 11, 2016, which includes the impact of the LAbite acquisition: Second Quarter 2016 Full Year 2016 (in millions) Expected revenue range $113 - $115 $465 - $480 Expected Adjusted EBITDA range $30 - $32 $125 - $133 About Grubhub Grubhub (NYSE: GRUB) is the nation's leading online and mobile food-ordering company. Dedicated to moving eating forward and connecting diners with the food they love from their favorite local restaurants, the company's platforms and services strive to elevate food ordering through innovative restaurant technology, easy-to-use platforms and an improved delivery experience. Grubhub is proud to work with more than 44,000 restaurant partners in over 1,000 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, AllMenus, MenuPages, LAbite, Restaurants on the Run, DiningIn and Delivered Dish. Use of Forward Looking Statements: This press release contains forward-looking statements regarding our management's future expectations, beliefs, intentions, goals, strategies, plans and prospects, including the expected financial performance of Grubhub following its recent acquisitions and investment in delivery. Such statements constitute forward-looking statements, which are subject to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, the matters set forth in the filings that we make with the Securities and Exchange Commission from time to time, including those set forth in the section entitled Risk Factors in our Annual Report on Form 10-K filed on February 26, 2016, which are on file with the SEC and are available on the Investor Relations section of our website at http://investors.grubhub.com/. Our financial results should be read in conjunction with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 that was filed on May 9, 2016. Please also note that forward-looking statements represent our management's beliefs and assumptions only as of the date of this press release. Except as required by law, we assume no obligation to publicly update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information, becomes available in the future. Use of Non-GAAP Financial Measures Adjusted EBITDA is a financial measure that is not calculated in accordance with accounting principles generally accepted in the United States, or GAAP.
We define Adjusted EBITDA as net income adjusted to exclude acquisition and restructuring costs, income taxes, depreciation and amortization and stock-based compensation expense. We use these non-gaap financial measures as key performance measures because we believe they facilitate operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of acquisitions and restructuring, the impact of depreciation and amortization expense on our fixed assets and the impact of stock-based compensation expense. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to performance measures derived in accordance with GAAP. Contacts: Anan Kashyap Corporate Finance & Investor Relations ir@grubhub.com Katie Norris Press press@grubhub.com