0001564590-17-010545.txt : 20170511 0001564590-17-010545.hdr.sgml : 20170511 20170511161530 ACCESSION NUMBER: 0001564590-17-010545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170511 DATE AS OF CHANGE: 20170511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GrubHub Inc. CENTRAL INDEX KEY: 0001594109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 462908664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36389 FILM NUMBER: 17834467 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-527-7672 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Grubhub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Seamless Inc. DATE OF NAME CHANGE: 20131212 8-K 1 grub-8k_20170511.htm 8-K grub-8k_20170511.htm

 

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, 2017 

 

GRUBHUB INC.

(Exact name of Registrant as Specified in Its Charter) 

 

 

Delaware

 

001-36389

 

46-2908664

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

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))

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.     ☐

 

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

(a)

Grubhub Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (“Annual Meeting”) on May 11, 2017.

(b)

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 2020 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

Lloyd Frink

 

59,136,602

 

9,639,938

 

4,416,378

Girish Lakshman

 

59,137,890

 

9,638,650

 

4,416,378

Keith Richman

 

57,674,007

 

11,102,533

 

4,416,378

 

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, 2017.  The voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

73,146,928

 

40,432

 

5,558

 

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

68,624,349

 

135,768

 

16,423

 

4,416,378

(c)

Not applicable.

(d)

Not applicable.

 

 

 

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, 2017

 

 

 

 

By:

 

/s/ Adam DeWitt

 

 

 

 

 

 

 

Adam DeWitt

 

 

 

 

 

 

 

Chief Financial Officer