GRUBHUB INC. (NYSE:GRUB) Files An 8-K Results of Operations and Financial Condition
Item 2.02.Results of Operations and Financial Condition

On May 1, 2018, Grubhub Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is intended to be furnished to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, norshall it be incorporated by reference into 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 2.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of April 25, 2018, in connection with the closing of the previously disclosed Investment (as defined below), the Board of Directors (the “Board”) of the Company has increased the size of the Board from nine to ten members and appointed Arthur Francis Starrs, III to the Board as a Class III director.As a Class III director, Mr. Starrs will serve on the Board until the Company’s 2020 annual meeting of stockholders and until his successor is duly elected and qualified.In accordance with the terms of the Investment Agreement (as defined below), so long as the Investor (as defined below) and its affiliates beneficially own at least 50% of the Acquired Shares (as defined below), the Master Services Agreement, dated February 8, 2018, by and among the Company, the Investor, Taco Bell Corp., KFC Corporation and Pizza Hut, LLC has not been terminated and Yum! Brands, Inc. and its subsidiaries have not invested in specified competitors of the Company, the Investor will have the right to designate one person for election to the Board.The Board has affirmatively determined that Mr. Starrs is independent under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.

to the terms of the Investment Agreement, Mr. Starrs will not participate in the Company’s compensation and benefit programs in which the Company’s other independent directors participate, other than to receive the benefits of indemnification and insurance consistent with the other independent directors.

There are no family relationships between Mr. Starrs and any officer or other director of the Company or any related party transactions involving Mr. Starrs and the Company.In addition, Mr. Starrs has not been employed at the Company or any of its subsidiaries.

Mr. Starrs will have all of the obligations, including fiduciary duties to the Company and its stockholders, of a director under applicable law and to the Company’s organizational documents.

Item 2.02. Other Events.

On April 25, 2018, the Company and Yum Restaurant Services Group, LLC (the “Investor”), a wholly owned subsidiary of Yum! Brands, Inc., closed the previously announced issuance and sale of 2,820,464 shares of common stock of the Company (the “Acquired Shares”) to the Investor for an aggregate purchase price of $200,000,000 (the “Investment”), to the Investment Agreement, dated as of February 7, 2018, by and between the Company and the Investor (the “Investment Agreement”).

Item 2.02.Financial Statements and Exhibits

(d)Exhibits

EXHIBIT INDEX

GrubHub Inc. Exhibit
EX-99.1 2 grub-ex991_7.htm EX-99.1 grub-ex991_7.htm   Exhibit 99.1   GRUBHUB REPORTS RECORD first QUARTER RESULTS   Grubhub generates 49% revenue growth in the first quarter   CHICAGO,…
To view the full exhibit click here

About GRUBHUB INC. (NYSE:GRUB)

Grubhub Inc. (Grubhub) is a provider of an online and mobile platform for restaurant pick-up and delivery orders. The Company connects more than 40,000 local restaurants with diners in more than 1,000 cities across the United States. For restaurants, Grubhub generates higher margin takeout orders at full menu prices. The Company’s target market is primarily consists of independent restaurants. Diners can access the platform through www.grubhub.com and www.seamless.com. The Company offers diners access to the network through its mobile applications designed for iPhone, iPad, Android, iWatch and Apple TV devices. The Company provides a corporate program that helps businesses address problems in food ordering and associated billing. In certain markets, the Company also provides delivery services to restaurants on its platform that do not have their own delivery operations. Allmenus.com and MenuPages.com provide an aggregated database of approximately 380,000 menus from restaurants.