Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Grubhub Inc. (the "Company") held on May 19, 2020, the Company's stockholders, upon recommendation of the Board of Directors of the Company (the "Board"), approved an Amendment (the "Third Amendment") to the Grubhub Inc. 2015 Long-Term Incentive Plan (the "2015 Long-Term Incentive Plan"). For a description of the Third Amendment and the 2015 Long-Term Incentive Plan, see "Material Terms of the 2015 Long-Term Incentive Plan, as Amended by the Amendment" under Proposal 4 "Approval of Third Amendment to the Company's 2015 Long-Term Incentive Plan" on pages 22 - 29 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 9, 2020. A copy of the Third Amendment and the 2015 Long-Term Incentive Plan, as amended, are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The Company held its Annual Meeting on May 19, 2020.

(b) Stockholders voted on the matters set forth below.




    1.  Each of the Class III director nominees to the Board was elected to hold
        office until the Company's 2023 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                50,059,474   16,506,225      5,008,465
Girish Lakshman            53,098,724   13,466,975      5,008,465
Keith Richman              47,093,535   19,472,164      5,008,465

Arthur Francis Starrs, III 50,610,757 15,954,942 5,008,465






    2.  Stockholders ratified the selection of Crowe LLP as the Company's
        independent registered public accounting firm for the fiscal year ending
        December 31, 2020. The voting results were as follows:


Votes For  Votes Against Abstentions
71,287,030    234,019      53,115


    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 61,945,440 4,582,044 38,215 5,008,465




    4.  Stockholders approved the Third Amendment to the 2015 Long-Term
        Incentive plan. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 61,992,334 4,449,450 123,915 5,008,465




(c) Not applicable.


(d) Not applicable.

Item 9.01. Financial Statements and Exhibits



(d)Exhibits



Exhibit
Number    Description

10.1      Third Amendment to Grubhub Inc. 2015 Long-Term Incentive Plan.

10.2      Grubhub Inc. 2015 Long-Term Incentive Plan, as amended.

104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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