Groupon Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 12, 2024
Commission File Number: 1-35335
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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:
240.14d-2(b))
240.13e-4(c))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on June 12, 2024, Groupon, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment to the Company's 2011 Incentive Plan, as amended (the “2011 Incentive Plan”), to increase the number of authorized shares thereunder (the “Share Increase Amendment”). The 2011 Incentive Plan authorizes the Compensation Committee ("Compensation Committee") of the Company’s Board of Directors (the "Board") to provide equity-based compensation in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock, deferred stock units, performance compensation awards, other stock-based awards and cash-based awards based on or related to shares of the Company’s common stock, par value, $0.0001 per share. For additional information regarding the 2011 Incentive Plan, see “Proposal 5: Approval of the Share Increase Amendment” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024, and the Company's additional definitive proxy soliciting materials on Schedule 14A filed with the Securities and Exchange Commission on May 23, 2024.
The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Company's Annual Meeting.
Election of Directors
The Company's five director nominees were elected to the Board and will serve as directors until the Company's next annual meeting of stockholders or until their respective successors are elected and qualified. The directors were elected with the following vote:
For | Withheld | Broker Non-Vote | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dusan Senkypl | 22,867,575 | 117,946 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Jan Barta | 22,028,870 | 956,651 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Robert Bass | 22,228,550 | 756,971 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Jason Harinstein | 22,832,246 | 153,275 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Theodore Leonsis | 18,853,879 | 4,131,642 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2024
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified with the following vote:
For | Against | Abstentions | ||||||||||||||||||||||||||||||||||||||||||
| 29,987,639 | 25,014 | 142,904 | ||||||||||||||||||||||||||||||||||||||||||
Advisory Approval of Groupon's Named Executive Officer Compensation
A proposal to conduct an advisory non-binding resolution approving the compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved with the following vote:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22,601,966 | 368,222 | 15,333 | 7,170,036 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advisory Approval of the Frequency of Future Advisory Votes to Approve Groupon's Named Executive Officer Compensation
A proposal requesting a non-binding vote of the stockholders to determine whether the advisory stockholder vote on executive compensation shall occur every one, two or three years, resulted in stockholders approving a one-year frequency with the vote set forth in the table below. The Board, which recommended a one-year frequency, determined that the Company will continue to hold its advisory stockholder vote on executive compensation every year.
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22,872,203 | 16,565 | 70,920 | 25,833 | 7,170,036 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amendment of the 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder
A proposal to approve a separate amendment to the 2011 Incentive Plan to increase the number of authorized shares thereunder was approved with the following vote:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19,133,568 | 3,822,564 | 29,389 | 7,170,036 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | |||||||||||||||||||
| Exhibit No. | Description | |||||||||||||||||||
| 10.1 | ||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||||||||
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: June 12, 2024 | |||||
By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer | |||||