GRUBHUB INC. (NYSE:GRUB) Files An 8-K 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 Companys 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 Companys 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 Companys 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.