Groupon Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits (Amendment)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2024
Commission File Number: 1-35335
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Explanatory Note
Groupon, Inc. (the “Company”) is filing this Current Report on Form 8-K/A to amend the Company's Current Report on Form 8-K filed on May 7, 2024 (the "Original Form 8-K") in order to fully describe and furnish the severance benefit agreements the Company's Chief Executive Officer Dusan Senkypl and Chief Financial Officer Jiri Ponrt each entered into with the Company on May 8, 2024 as set forth in Item 5.02 below (the "Severance Benefit Agreements"). There are no other changes to the information contained in the Original Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Under these Severance Benefit Agreements, Mr. Senkypl and Mr. Ponrt will each receive a severance benefit amount upon an involuntary termination of employment without Cause or a resignation for Good Reason (each as defined in the Severance Benefit Agreements) equal to 3 months of salary; the accelerated vesting of outstanding time-based equity awards that are scheduled to vest over the 12 month period following termination; and vesting of a pro-rata portion of outstanding performance based equity awards for the applicable performance period (subject to the Compensation Committee of the Company’s Board of Directors (the "Board") certification of the performance objectives following the end of the performance period).
In the event that Mr. Senkypl or Mr. Ponrt's employment is terminated in connection with a Change in Control of the Company (as defined in the Severance Benefit Agreements), each of them will receive an amount equal to 3 months of salary, a pro rata amount of their target bonus opportunities, and the accelerated vesting of the service condition and prorated vesting of the stock price hurdle condition of their performance share units, provided that a Change in Control shall be deemed not to include a transaction resulting in the Company’s largest stockholder Pale Fire Capital SE (“PFC”), together with its affiliated entities and individuals, becoming the direct or indirect beneficial owner of more than fifty percent (50%) of the total combined voting power of the Company’s then‑outstanding securities entitled to vote generally in the election of Board members, unless the Change in Control occurs as a result of a transaction approved by the Board, including by a majority of members of the Board unaffiliated with PFC.
The description of the Severance Benefit Agreements is not complete and is qualified by reference in its entirety to Mr. Senkypl and Mr. Ponrt's Severance Benefit Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K/A and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | |||||||||||||
| Exhibit No. | Description | |||||||||||||
10.1 | ||||||||||||||
10.2 | ||||||||||||||
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* Management contract or compensatory plan or arrangement.
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. | |||||
| Date: May 9, 2024 | |||||
By: /s/ Kyle Netzly Name: Kyle Netzly Title: Chief Accounting Officer | |||||