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

On October 14, 2020, Grubhub Inc. (the "Company") appointed Eric Ferguson as the Company's Chief Operations Officer, effective immediately.

Mr. Ferguson, 40, joined the Company in 2018 as its Senior Vice President, Logistics. Prior to joining the Company, Mr. Ferguson served in various roles at Sears Holding Corporation from 2016 to 2018, including most recently serving as the Head of Supply Chain, Inventory Management and Product Sourcing.

There is no arrangement or understanding between Mr. Ferguson and any other persons pursuant to which Mr. Ferguson was appointed as Chief Operations Officer. There are no family relationships between Mr. Ferguson and any officer or director of the Company, and there are no related party transactions involving Mr. Ferguson that are reportable under Item 404(a) of Regulation S-K.

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