0001490281-19-000055.txt : 20190617 0001490281-19-000055.hdr.sgml : 20190617 20190617172204 ACCESSION NUMBER: 0001490281-19-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190613 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190617 DATE AS OF CHANGE: 20190617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35335 FILM NUMBER: 19902143 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 8-K 1 a8-kjune172019.htm 8-K Document


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 13, 2019
GROUPON, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
(State or other jurisdiction
of incorporation)
 
1-35335
(Commission
File Number)
 
27-0903295
(I.R.S. Employer
Identification No.)

600 West Chicago Avenue, Suite 400
Chicago, Illinois
 (Address of principal executive offices)
 
60654
(Zip Code)
312-334-1579
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of exchange on which registered
Common stock, par value $0.0001 per share
 
GRPN
 
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.07. Submission of Matters to a Vote of Security Holders.

Groupon, Inc. (“Groupon”) held its annual meeting of the stockholders on June 13, 2019. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:

Election of Directors

Groupon's nine director nominees were elected to the Board of Directors and will serve as directors until Groupon's next annual meeting of stockholders or until their respective successors are elected and qualified. The directors were elected with the following vote:
Director Nominee
 
For
 
Withheld
 
Broker Non-Votes
Michael Angelakis
 
372,713,957
 
3,657,238
 
131,017,900
Peter Barris
 
373,071,967
 
3,299,228
 
131,017,900
Robert Bass
 
374,095,180
 
2,276,015
 
131,017,900
Eric Lefkofsky
 
373,918,312
 
2,452,883
 
131,017,900
Theodore Leonsis
 
370,422,713
 
5,948,482
 
131,017,900
Joseph Levin
 
345,305,760
 
31,065,435
 
131,017,900
Deborah Wahl
 
374,074,683
 
2,296,512
 
131,017,900
Rich Williams
 
374,759,890
 
1,611,305
 
131,017,900
Ann Ziegler
 
373,544,293
 
2,826,902
 
131,017,900

Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2019

The appointment of Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for the 2019 fiscal year was ratified with the following vote:

For
 
Against
 
Abstentions
 
505,976,545
 
722,662
 
689,888
 


Advisory Approval of Groupon's Named Executive Officer Compensation
    
A proposal to approve a non-binding resolution approving the compensation of Groupon’s named executive officers, as disclosed in the proxy statement, was approved with the following vote:
For
 
Against
 
Abstentions
 
Broker Non-Votes
371,913,040
 
1,983,557
 
2,474,598
 
131,017,900


Approval of the Amendment to the Groupon, Inc. 2011 Incentive Plan

A proposal to approve an amendment to the Groupon, Inc. 2011 Incentive Plan, as amended, to, among other items, increase the number of authorized shares thereunder, was approved with the following vote:

For
 
Against
 
Abstentions
 
Broker Non-Votes
245,233,688
 
130,936,961
 
200,546
 
131,017,900


Approval of the Amendment to the Groupon, Inc. 2012 Employee Stock Purchase Plan

A proposal to approve an amendment to the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended, to, among other items, increase the number of shares available for purchase thereunder, was approved with the following vote:

For
 
Against
 
Abstentions
 
Broker Non-Votes
374,641,447
 
1,294,763
 
434,985
 
131,017,900





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 17, 2019
By:
/s/ Michael Randolfi
 
Name:
Michael Randolfi
 
Title:
Chief Financial Officer