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): June 3, 2015
GROUPON, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35335 | 27-0903295 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 600 West Chicago Avenue, Suite 400 Chicago, Illinois |
60654 | |
| (Address of principal executive offices) | (Zip Code) |
312-676-5773
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2015, Groupon, Inc. (the “Company”) appointed Rich Williams as the Chief Operating Officer and President, North America of the Company, effective immediately.
Mr. Williams, age 40, most recently served as the Company’s President, North America, since October 2014, and as the Company’s Senior Vice President of Marketing from June 2011 to October 2014. Before Groupon, Mr. Williams served in a variety of marketing leadership roles at Amazon.com, Inc. (NASDAQ: AMZN) from January 2008 to June 2011, most recently as the Director, Paid Traffic leading global advertising. Prior to joining Amazon, he spent nearly seven years in sales and marketing leadership roles at Experian plc (LSE: EXPN), a global information services company.
In connection with his appointment as Chief Operating Officer and President, North America, Mr. Williams will receive an annual base salary of $500,000, subject to annual review, and he will be eligible for an annual bonus with a target amount of $500,000 for 2015. Mr. Williams also received an award of 420,559 restricted stock units (“RSUs”) under the Groupon, Inc. 2011 Incentive Plan, as amended, of which 118,250 RSUs will vest on December 31, 2015, 81,700 RSUs will vest quarterly over a one-year period starting on March 31, 2016 and 220,609 RSUs will vest quarterly over a one-year period starting on March 31, 2017. The vesting of Mr. Williams’ RSUs is subject to his continued employment on the applicable vesting date.
There are no family relationships between Mr. Williams and any of the directors and executive officers of the Company, and there are no transactions in which Mr. Williams has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On June 3, 2015, the Company announced that Jason Child resigned as Chief Financial Officer of the Company, effective immediately, in order to relocate to the West Coast. The Company expects that Mr. Child will continue to serve in an advisory role with the Company through July 2015. Mr. Child’s resignation was unrelated to any disagreement with the Company on any matter.
On June 3, 2015, the Company appointed Brian Kayman, the Company’s current Vice President, Tax and Treasurer, as the Company’s Interim Chief Financial Officer while the Company selects a permanent replacement.
Mr. Kayman, age 52, has served as the Company’s Vice President, Tax since May 2012 and Treasurer since April 2013. Mr. Kayman previously served as an active principal at Miller Cooper & Co., Ltd. from 2004 to 2012, a partner at Deloitte & Touche LLP from 2002 to 2004 and spent approximately 14 years as a C.P.A. at Arthur Andersen, most recently as a partner.
There are no family relationships between Mr. Kayman and any of the directors and executive officers of the Company, and there are no transactions in which Mr. Kayman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events
On June 3, 2015, Groupon announced that its Board of Directors has approved a $200 million increase to its previously announced $300 million share repurchase program. The additional authorization will commence immediately and continue through August 2017. The timing and amount of any share repurchases will be determined based on market conditions, share price and other factors, and any such repurchases may be made in the open market or through privately negotiated transactions. Repurchases will be made in compliance with SEC rules and other legal requirements and may be made in part under a Rule 10b5-1 plan, which permits stock repurchases when Groupon might otherwise be precluded from doing so.
On June 3, 2015, the Company issued a press release announcing the matters described above. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in Exhibit 99.1 relating to the Company’s guidance for the second quarter and full year 2015 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, issued June 3, 2015 | |
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 hereunto duly authorized.
| GROUPON, INC. | ||||||
| Dated: June 3, 2015 | By: | /s/ Brian Stevens | ||||
| Name: | Brian Stevens | |||||
| Title: | Chief Accounting Officer | |||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release, issued June 3, 2015 | |
Exhibit 99.1
Groupon names Rich Williams as Chief Operating Officer
Also announces CFO Jason Child will step down; Announces increased stock repurchase authorization
CHICAGO — Groupon today announced it has named Rich Williams as Chief Operating Officer to oversee its global businesses and operations. Williams currently serves as President of North America and will continue in that capacity while adding responsibility for Groupon’s international regions.
“Rich has been integral in steering our North American local business to three consecutive quarters of double-digit growth and helping to lead Groupon’s transformation to a mobile commerce marketplace,” said CEO Eric Lefkofsky. “As North America continues to be the leading edge of our tools, systems and processes, Rich is perfectly positioned to bring that operational leverage to our international markets.”
The leadership teams for EMEA, Rest of World and Global Operations will report to Williams, in addition to his current team.
“Two of Groupon’s biggest advantages are our connection to local merchants and customers and our strong operational team around the globe,” said Williams. “I look forward to continuing the progress we’ve made and bringing the advantages that have helped scale our North American business to our global operations.”
Williams joined Groupon in 2011, first serving as Groupon’s Chief Marketing Officer. Throughout his 20-year career, he has overseen some of the largest online marketing programs in the world and the analytics and technology that power them. Prior to joining Groupon, he held a variety of marketing and leadership roles at Amazon and Experian.
Groupon also announced that Chief Financial Officer Jason Child will be leaving the company at the end of July to relocate to the west coast.
“Jason has done a tremendous job of helping lead Groupon through one of the most explosive periods of growth any company has ever experienced,” Lefkofsky said. “We wish him the very best in his next venture.”
Brian Kayman, VP of Tax and Treasury, will serve as interim CFO effective immediately while the Board of Directors selects a permanent replacement. Chief Accounting Officer Brian Stevens will continue to oversee the company’s accounting and financial reporting.
The company also announced its Board of Directors has approved a $200 million increase to its previously announced $300 million share repurchase program. The additional authorization will commence immediately and continue through August of 2017. Share repurchases are subject to market conditions and other factors.
The company’s guidance for the second quarter and full year 2015 remains unchanged.
About Groupon
Groupon (NASDAQ: GRPN) is a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company’s global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.
Groupon is redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities, and point-of-sale solutions that help businesses grow and operate more effectively. To search for great deals or subscribe to Groupon emails, visit www.Groupon.com. To download Groupon’s top-rated mobile apps, visit www.groupon.com/mobile. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.GrouponWorks.com.
Forward-Looking Statements
This announcement contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to, the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the company’s Investor Relations web site at http://investor.groupon.com or the SEC’s web site at www.sec.gov.
You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither Groupon nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this press release to conform these statements to actual results or to changes in our expectations.