Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2021, Grubhub Inc., a Delaware corporation (the "Company") held a
virtual special meeting of its stockholders (the "Special Meeting"). As of the
close of business on April 27, 2021, the record date for the Special Meeting,
there were 93,347,555 shares of the Company's common stock outstanding and
entitled to vote. A total of 56,521,111 shares of the Company's common stock
were present in person (virtually) or by proxy at the Special Meeting,
representing approximately 60.54% of the total number of shares outstanding and
entitled to vote at the Special Meeting, which constituted a quorum. Additional
information on each of the proposals voted upon at the Special Meeting is
contained in the definitive proxy statement/prospectus for the Special Meeting,
which was filed by the Company with the Securities and Exchange Commission on
May 12, 2021, and was first mailed to the Company's stockholders on or about
May 12, 2021.
Set forth below are the results of the proposals voted on at the Special
Meeting.
Proposal 1. The Merger Agreement Proposal: A proposal to adopt the Agreement and
Plan of Merger, dated as of June 10, 2021, as amended by the First Amendment to
the Agreement and Plan and Merger, dated as of September 4, 2020, and as further
amended by the Second Amendment to the Agreement and Plan of Merger, dated as of
March 12, 2021 (the "Merger Agreement"), by and among the Company, Just Eat
Takeaway.com, N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc.
(the "Merger Agreement Proposal"). Voting results were as follows:
For Against Abstain Broker Non-Vote
56,362,616 9,297 149,198 N/A
The Merger Agreement Proposal was approved by the requisite vote of the
Company's stockholders.
Proposal 2. The Non-Binding Compensation Proposal: A proposal to approve, by a
non-binding, advisory vote, certain compensation that may be paid or become
payable to named executive officers of the Company in connection with the
transactions contemplated by the Merger Agreement (the "Non-Binding Compensation
Proposal"). Voting results were as follows:
For Against Abstain Broker Non-Vote
55,008,993 646,760 865,358 N/A
The Merger-Related Compensation Proposal was approved, on an advisory
(non-binding) basis, by the Company's stockholders.
Proposal 3. The Adjournment Proposal: A proposal to adjourn the Special Meeting
from time to time, if necessary or appropriate, to solicit additional proxies in
the event there are not sufficient votes at the time of the Special Meeting to
approve the Merger Agreement Proposal (the "Adjournment Proposal"). Voting
results were as follows:
For Against Abstain Broker Non-Vote
52,178,492 3,502,298 840,321 N/A
Adjournment of the Special Meeting was not necessary or appropriate because
there were sufficient votes at the time of the Special Meeting to approve the
Merger Agreement Proposal.
Item 8.01 Other Events
On June 10, 2021, the Company issued a press release announcing the results of
the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to
this report and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press release, dated as of June 10, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward-Looking Statements
This communication contains "forward-looking statements" regarding Grubhub, Just
Eat Takeaway.com or their respective management's future expectations, beliefs,
intentions, goals, strategies, plans and prospects, which, in the case of
Grubhub, are made in reliance on the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve substantial risks, known and unknown, uncertainties, assumptions and
other factors that may cause actual results, performance or achievements to
differ materially from future results expressed or implied by such
forward-looking statements including, but not limited to, the occurrence of any
event, change or other circumstances that could give rise to the right of one or
both of Grubhub or Just Eat Takeaway.com to terminate the merger agreement;
difficulties and delays in integrating Grubhub's and Just Eat Takeaway.com's
businesses; risks that the proposed merger disrupts Grubhub's or Just Eat
Takeaway.com's current plans and operations; failing to fully realize
anticipated synergies, cost savings and other anticipated benefits of the
proposed merger when expected or at all; potential adverse reactions or changes
to business relationships resulting from the announcement or completion of the
proposed merger; the risk that unexpected costs will be incurred; the ability of
Grubhub or Just Eat Takeaway.com to retain and hire key personnel; the diversion
of management's attention from ongoing business operations; uncertainty as to
the value of the Just Eat Takeaway.com ordinary shares to be issued in
connection with the proposed merger; uncertainty as to the long-term value of
the common stock of the combined company following the proposed merger; the
continued availability of capital and financing following the proposed merger;
the outcome of any legal proceedings that may be instituted against Grubhub,
Just Eat Takeaway.com or their respective directors and officers; changes in
global, political, economic, business, competitive, market and regulatory
forces; changes in tax laws, regulations, rates and policies; future business
acquisitions or disposals; competitive developments; and the timing and
occurrence (or non-occurrence) of other events or circumstances that may be
beyond Grubhub's and Just Eat Takeaway.com's control. These and other risks,
uncertainties, assumptions and other factors may be amplified or made more
uncertain by the COVID-19 pandemic, which has caused significant economic
uncertainty. The extent to which the COVID-19 pandemic impacts Grubhub's and
Just Eat Takeaway.com's businesses, operations and financial results, including
the duration and magnitude of such effects, will depend on numerous factors,
which are unpredictable, including, but not limited to, the duration and spread
of the outbreak, its severity, the actions taken to contain the virus or treat
its impact, and how quickly and to what extent normal economic and operating
conditions can resume. Forward-looking statements generally relate to future
events or Grubhub and Just Eat Takeaway.com's future financial or operating
performance and include, without limitation, statements relating to the proposed
merger and the potential impact of the COVID-19 outbreak on Grubhub and Just Eat
Takeaway.com's business and operations. In some cases, you can identify
forward-looking statements because they contain words such as "anticipates,"
"believes," "contemplates," "could," "seeks," "estimates," "intends," "may,"
"plans," "potential," "predicts," "projects," "should," "will," "would" or
similar expressions and the negatives of those terms.
While forward-looking statements are Grubhub's and Just Eat Takeaway.com's
current predictions at the time they are made, you should not rely upon them.
Forward-looking statements represent Grubhub's and Just Eat Takeaway.com's
management's beliefs and assumptions only as of the date of this communication,
unless otherwise indicated, and there is no implication that the information
contained in this communication is made subsequent to such date. For additional
information concerning factors that could cause actual results and outcomes to
differ materially from those expressed or implied in the forward-looking
statements, please refer to the cautionary statements and risk factors included
in Grubhub's filings with the Securities and Exchange Commission (the "SEC"),
including Grubhub's Annual Report on Form 10-K filed with the SEC on March 1,
2021, Grubhub's Quarterly Reports on Form 10-Q and any further disclosures
Grubhub makes in Current Reports on Form 8-K. Grubhub's SEC filings are
available electronically on Grubhub's investor website at investors.grubhub.com
or the SEC's website at www.sec.gov. For additional information concerning
factors that could cause future results to differ from those expressed or
implied in the forward-looking statements, please refer to Just Eat
Takeaway.com's non-exhaustive list of key risks and cautionary statements
included in Just Eat Takeaway.com's Annual Report, which is available
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electronically on Just Eat Takeaway.com's investor website at
www.justeattakeaway.com. Except as required by law, Grubhub and Just Eat
Takeaway.com assume no obligation to update these forward-looking statements or
this communication, or to update, supplement or correct the information set
forth in this communication or the reasons actual results could differ
materially from those anticipated in the forward-looking statements, even if new
information becomes available in the future. All subsequent written and oral
forward-looking statements attributable to Grubhub, Just Eat Takeaway.com or any
person acting on behalf of either party are expressly qualified in their
entirety by the cautionary statements referenced above.
Additional Information and Where to Find It
In connection with the proposed merger, Just Eat Takeaway.com has filed with the
SEC a registration statement on Form F-4 to register the shares to be issued in
connection with the proposed merger. The registration statement was declared
effective by the SEC on May 12, 2021, and includes a proxy statement of
Grubhub/prospectus of Just Eat Takeaway.com. The definitive proxy
statement/prospectus was first mailed to the stockholders of Grubhub on or about
May 12, 2021, seeking their approval of the respective merger-related proposals.
Also in connection with the proposed merger, on or about May 12, 2021, Just Eat
Takeaway.com filed with the Netherlands Authority for the Financial Markets
("AFM") and the UK Financial Conduct Authority ("FCA") a prospectus for the
listing and admission to trading on Euronext Amsterdam and the admission to
listing on the FCA's Official List and to trading on the London Stock Exchange's
Main Market for listed securities of the shares to be issued in connection with
the proposed merger (the "Prospectus").
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED
MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT GRUBHUB, JUST EAT TAKEAWAY.COM AND THE PROPOSED MERGER.
Investors and security holders may obtain copies of these documents and any
other documents filed with or furnished to the SEC by Grubhub or Just Eat
Takeaway.com free of charge through the website maintained by the SEC at
www.sec.gov, from Grubhub at its website, investors.grubhub.com, or from Just
Eat Takeaway.com at its website www.justeattakeaway.com. The Prospectus, as well
as any supplement thereto, will be made available on the website of Just Eat
Takeaway.com at its website www.justeattakeaway.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended and applicable United Kingdom, Dutch
and other European regulations.
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