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): October 17, 2016

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))	

 
 
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers	
  (b) Departure of Directors
On October 17, 2016, Justin Sadrian, a member of the Board of Directors (the “ Board ”) of Grubhub Inc. (the “ Company ”), resigned from the Board, the Audit Committee and the Nominating and Corporate Governance Committee.  Mr. Sadrian’s decision to resign is solely for personal reasons and does not involve any disagreement with the Company, the Company’s management or the Board.  
(d) Election of Directors
In addition, on October 17, 2016, the Board increased the size of the Board to 10 members and appointed David Habiger and Linda Johnson Rice as Class II directors.   As a Class II director, each of Mr. Habiger and Mrs. Johnson Rice will serve on the Board until the Company’s 2019 annual meeting of stockholders and until his or her successor is duly elected and qualified.  The Board has affirmatively determined that each of Mr. Habiger and Mrs. Johnson Rice is independent under the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC ”) and the listing standards of the New York Stock Exchange.  
 
Mr. Habiger and Mrs. Johnson Rice will participate in all director compensation and benefit programs in which the Company’s other independent directors participate.  These compensation arrangements and plans are described in more detail under the heading “Director Compensation Arrangements” in the Company’s 2016 proxy statement on Schedule 14A, filed with the SEC on April 1, 2016 (the “ Proxy Statement ”), as such arrangements have been amended by the Board.  On June 30, 2016, the Board approved the following amendments to the Director Compensation Arrangements described in the Proxy Statement, in each case for the Board’s independent directors, to:
 	•	increase the annual cash retainer from $30,000 to $45,000;	
 	•	increase the Initial Grant (as defined below) from $250,000 to $300,000, based on the Black-Scholes model;	
 	•	increase the Annual Director Grant (as defined in the Proxy Statement) from $100,000 to $150,000, based on the Black-Scholes model, effective as of the 2017 annual meeting of stockholders; and	
 	•	provide that all independent directors, not only Unaffiliated Directors (as defined in the Proxy Statement), be eligible to receive equity compensation, including the Initial Grant and the Annual Director Grant.	
Except as otherwise noted, the above-listed amendments to the Director Compensation Arrangements were effective June 30, 2016.  
 
On October 17, 2016, the Board granted each of Mr. Habiger and Mrs. Johnson Rice an initial option grant (each an, “ Initial Grant ”) of $300,000, based on the Black-Scholes model, under the Company’s 2015 Long-Term Incentive Plan.  Each Initial Grant is scheduled to vest as to 25% of the underlying shares on November 1, 2017, and as to 1/48 of the underlying shares on the first calendar day of each month for 36 consecutive months thereafter, subject to the director’s continued service to the Company on each vesting date.
 
The Board also appointed Mr. Habiger to serve on the Audit Committee and the Compensation Committee and Mrs. Johnson Rice to serve on the Nominating and Corporate Governance Committee.
 
There are no family relationships between either of Mr. Habiger or Mrs. Johnson Rice and any officer or other director of the Company or any related party transactions involving either Mr. Habiger or Mrs. Johnson Rice and the Company.  There is no arrangement or understanding between either Mr. Habiger or Mrs. Johnson Rice and any other person pursuant to which he or she (respectively) was selected as a director.  In addition, neither Mr. Habiger nor Mrs. Johnson Rice has been employed at the Company or any of its subsidiaries.
 
Each of Mr. Habiger and Mrs. Johnson Rice will have all of the obligations, including the fiduciary duties to the Company and its stockholders, of a director under applicable law and pursuant to the Company’s organizational documents.

 

A copy of the Company’s press release announcing the appointment of Mr. Habiger and Mrs. Johnson Rice to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by refere nce.  
Item 9.01.	Financial Statements and Exhibits	
(d) Exhibits
The following exhibit is furnished with this report:
 
Exhibit
Number	  	Description	
 	 	
99.1	  	Press Release issued by GrubHub Inc. on October 18, 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: October 18, 2016	 	 	 	 	By:	 	/s/ Adam DeWitt	
 	 	 	 	 	 	 	Adam DeWitt	
 	 	 	 	 	 	 	Chief Financial Officer	

 

 
EXHIBIT INDEX
 
Exhibit
Number	  	Description	
 	 	 	
99.1	  	Press Release issued by GrubHub Inc. on October 18, 2016.	

 

Exhibit 99.1
PRESS RELEASE
 
Grubhub Adds Linda Johnson Rice and David Habiger to its Board of Directors
 
CHICAGO, October 18, 2016 /PRNewswire/ -- Grubhub Inc. (NYSE: GRUB), the nation's leading online and mobile food-ordering and delivery platform, today announced two additions to its Board of Directors:   Linda Johnson Rice, Chairman of Johnson Publishing Company and Chairman Emeritus of EBONY Media Holdings, and David Habiger, a successful entrepreneur, former public company CEO and experienced corporate Director.
 
"We are excited to welcome Linda and David to the Board of Directors. Grubhub shareholders will benefit tremendously from their incredible breadth and depth of experience as the company continues to grow at increasingly large scale," said Matt Maloney, CEO of Grubhub. "The unique skill set of each brings a unique and much-valued combination of public company operating knowledge and aggressive entrepreneurial spirit to the team.”
 
Linda Johnson Rice is Chairman of Johnson Publishing Company (JPC) and Chairman Emeritus of EBONY Media Holdings, and serves on the Board of Directors of Omnicom Group. At JPC, Rice demonstrated her innovative thinking and ability to drive growth by increasing circulation through new types of outreach, extending the cosmetics business internationally and moving into the development of TV specials and documentaries. Rice is also a not-for-profit organization leader, and has served on the corporate boards of a number of major companies.  
 
David Habiger was the interim CEO of Textura Corporation and a member of the company’s Board of Directors, prior to its recent sale to Oracle, and is a venture partner with Pritzker Group. Prior to these roles, Habiger held the CEO position at NDS Group Ltd. -- prior to its sale to Cisco Systems -- and at Sonic Solutions. He demonstrated his skill in leading companies through all stages of development by guiding Sonic through an IPO and to its leadership position as a leading cloud-based provider of premium movies and TV shows. He also serves on the boards of a number of technology companies.
 
Rice and Habiger are joining Grubhub’s Board of Directors concurrent with the departure of Justin Sadrian, Managing Director at Warburg Pincus, who served on the board of Grubhub and its predecessor, Seamless, for more than five years, since Aramark spun Seamless out as a separate entity.
 
“We would like to thank Justin for his many years of service to Grubhub as a director and for his wisdom and guidance, which was invaluable as we navigated our merger, IPO and our first two and a half years as a public company.  During his tenure, we’ve transformed the takeout industry, growing from less than $10 million to more than $450 million in annual revenues,” said Maloney.
 
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 45,000 restaurant partners in over 1,100 U.S. cities and London. The Grubhub portfolio of brands includes Grubhub, Seamless, AllMenus, MenuPages, LAbite, Restaurants on the Run, DiningIn and Delivered Dish.