UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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GRUBHUB INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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***Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 21, 2019 GRUBHUB INC. Meeting Information Meeting Type: Annual Meeting For holders as of: March 29, 2019 Date: Time: May 21,2019 Time: 8:00 AM CDT Location: The offices of Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 0000410793_1 R1.0.1.18 GRUBHUB INC. 111 W. Washington Street, Suite 2100 Chicago, IL 60602 Annual You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: 1. Annual Report 2. Notice & Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow  (XXXXX XXXX XXXX XXXX) (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  (XXXXX XXXX XXXX XXXX) (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 07, 2019 to facilitate timely delivery. 0000410793_2 R1.0.1.18 How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (XXXXX XXXX XXXX XXXX) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Item The Board of Directors recommends you vote For the following proposal 1 Election of Directors Nominees 01 David Fisher 02 David Habiger 03 Linda Johnson Rice The Board of Directors recommends you vote For proposal 2 3 4 2 Ratification of the appointments of Crowe LLP as Grubh Incs independent registered accounting firm for the fiscal year ending December 31 2019 3 Advisory vote to approve named executive officer compensation 4 Approval of an Amendment to the Grubhub Inc 2015 Long Term Incentive Plan Note Such other business as may properly come before the meeting or any adjournment thereof  00004107933R10118

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