TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Grubhub Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TABLE OF CONTENTS The information in this proxy statement/prospectus is subject to completion and amendment. The registration statement relating to the securities described in this proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any such jurisdiction. PRELIMINARY—SUBJECT TO COMPLETION—DATED 2021 2021 TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Grubhub Stockholders: As previously announced, Grubhub Inc. (“Grubhub”) entered into an Agreement and Plan of Merger with Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”), Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc. on 10 June 2020 (as amended on 4 September 2020) (the “Merger Agreement”), whereby Just Eat Takeaway.com will acquire Grubhub in an all-share combination in accordance with the Merger Agreement (the “Transaction”). If the Transaction is completed, holders of shares of Grubhub common stock (“Grubhub Shares” and, the holders of such Grubhub Shares, “Grubhub Stockholders”) immediately prior to the Transaction will receive, for each Grubhub Share held, newly issued American depositary shares of Just Eat Takeaway.com (“New Just Eat Takeaway.com ADSs”) representing 0.6710 shares of the share capital of Just Eat Takeaway.com (“Just Eat Takeaway.com Shares”) (the “merger consideration”). Each New Just Eat Takeaway.com ADS will represent one-fifth of one Just Eat Takeaway.com Share. Based on the estimated number of Grubhub Shares and Just Eat Takeaway.com Shares (excluding treasury shares) that will be outstanding immediately prior to the completion of the Transaction (“Completion”), it is expected that, immediately after Completion, Grubhub Stockholders will own approximately 30% of Just Eat Takeaway.com’s outstanding share capital. The value of the merger consideration will fluctuate with the market value of Just Eat Takeaway.com Shares until the Transaction is completed. Based on the closing price of a Just Eat Takeaway.com Share on Euronext Amsterdam of €98.60 and the Euro-Dollar exchange rate of 1.13585, in each case, on 9 June 2020, the last trading day of the Just Eat Takeaway.com Shares before the public announcement of the Merger Agreement, the merger consideration represented approximately $75.15 in implied value per Grubhub Share, which represented a premium of approximately 30% over the closing price of a Grubhub Share on 9 June 2020. Based on the closing price of a Just Eat Takeaway.com Share on Euronext Amsterdam of €92.08 and the Euro-Dollar exchange rate of 1.2036, in each case, on 20 April 2021, the last practicable trading day before the date of the accompanying proxy statement/prospectus, the implied value of the merger consideration is $74.37. The Grubhub Shares are currently listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “GRUB,” the Just Eat Takeaway.com Shares are currently listed on Euronext Amsterdam under the trading symbol “TKWY” and on the London Stock Exchange under the trading symbol “JET” and, at or prior to Completion, the New Just Eat Takeaway.com ADSs will be listed on the Nasdaq Global Select Market (“Nasdaq”) for trading under the symbol “GRUB.” The Transaction will be accomplished through a series of transactions, subject to the terms and conditions of the Merger Agreement, which are described in more detail in the accompanying proxy statement/prospectus. Grubhub will hold a special meeting of its stockholders (the “Grubhub Stockholder Meeting”) to vote on a proposal to adopt the Merger Agreement and approve related matters as described in the accompanying proxy statement/prospectus. Due to health and safety concerns resulting from the COVID-19 pandemic, the Grubhub Stockholder Meeting will be held exclusively in a virtual format on 2021 at a.m. (Central Time). You are entitled to attend and participate in the Grubhub Stockholder Meeting only if you were a Grubhub Stockholder of record as of the close of business on 2021, the record date for the Grubhub Stockholder Meeting (the “Grubhub record date”), or hold a valid proxy of such a Grubhub Stockholder for the Grubhub Stockholder Meeting. To be admitted to the stockholders’ portion of the Grubhub Stockholder Meeting at www.virtualshareholdermeeting.com/GRUB2021SM, you must enter the 16-digit control number found on your proxy card or voting instruction form. Please note that you will not be able to attend the Grubhub Stockholder Meeting in person. At the Grubhub Stockholder Meeting, Grubhub Stockholders will be asked to consider and vote on: • a proposal to adopt the Merger Agreement, • a proposal to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement, and • a proposal to adjourn the Grubhub Stockholder 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 Grubhub Stockholder Meeting to adopt the Merger Agreement. The Grubhub board of directors has approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Transaction, and recommends that Grubhub Stockholders vote “FOR” each proposal. YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF GRUBHUB SHARES THAT YOU OWN. Whether or not you expect to attend the Grubhub Stockholder Meeting, we urge you to submit a proxy to have your Grubhub Shares voted as promptly as possible by either: (1) logging onto the website shown on your enclosed proxy card and following the instructions to vote online; (2) dialing the toll-free number shown on your enclosed proxy card and following the instructions to vote by phone; or (3) signing, dating and returning the enclosed proxy card in the postage- paid envelope provided, so that your Grubhub Shares may be represented and voted at the Grubhub Stockholder Meeting. If your Grubhub Shares are held in a Grubhub plan or in the name of a broker, bank, trustee or other nominee, please follow the instructions on the enclosed voting instruction form furnished by the plan trustee or administrator, or such broker, bank, trustee or other nominee. The accompanying proxy statement/prospectus provides important information regarding the Grubhub Stockholder Meeting and a detailed description of the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Transaction, and the matters to be presented at the Grubhub Stockholder Meeting. A copy of the Merger Agreement is attached as Annexes A-1, A-2 and A-3 to the accompanying proxy statement/prospectus, and is incorporated by reference therein. We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. Please pay particular attention to “Risk Factors” beginning on page 34 of the accompanying proxy statement/prospectus. We hope you join the Grubhub Stockholder Meeting and look forward to the successful completion of the Transaction. Sincerely, Matthew Maloney Founder and Chief Executive Officer Grubhub Inc. Neither the Securities and Exchange Commission, nor any state securities commission has approved or disapproved of the Transaction or the securities to be issued in connection with the Transaction, passed upon the merits or fairness of the Transaction or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The accompanying proxy statement/prospectus is dated 2021, and is first being mailed to Grubhub Stockholders on or about 2021. TABLE OF CONTENTS Grubhub Inc. 111 W. Washington Street, Suite 2100 Chicago, Illinois 60602 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON 2021 2021 To the Stockholders of Grubhub Inc.: A special meeting of Grubhub Inc.