Groupon Files Additional Proxy Materials

TL;DR

Groupon dropped more proxy docs, check 'em if you're a shareholder.

AI Summary

Groupon, Inc. filed a Definitive Additional Materials proxy statement on May 23, 2024. This filing is related to the company's proxy materials and does not appear to contain new proposals or significant financial updates, but rather supplementary information for shareholders.

Why It Matters

This filing provides shareholders with supplementary information related to Groupon's corporate governance and shareholder voting matters, ensuring they have all necessary details for upcoming decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement supplement and does not indicate any immediate financial distress or significant corporate events.

Key Players & Entities

• Groupon, Inc. (company) — Registrant
• 20240523 (date) — Filing Date

FAQ

Key Financial Figures

• $11,500,071 — Dusan Senkypl, Chief Executive Officer $11,500,071 (1) 1,393,948 Kedar Desphpande, forme
• $4,312,531 — A Jiri Ponrt, Chief Financial Officer $4,312,531 (1) 522,731 Damien Schmitz, former Ch
• $15,812,602 — rate Secretary NA NA Executive Group $15,812,602 (1) 1,916,679 Non-Executive Director
• $608,333 — ,916,679 Non-Executive Director Group $608,333 (2) NA Non-Executive Officer Employee
• $16,128,866 — Non-Executive Officer Employee Group $16,128,866 (1) 1,955,014 (1) The amount reflect

Filing Documents

• a2024defa14amay232024.htm (DEFA14A) — 51KB
• 0001490281-24-000096.txt ( ) — 52KB

From the Filing

Document 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 Groupon, Inc. (Name of Registrant as Specified In Its Charter) (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 previously paid 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) Amounts Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed EXPLANATORY NOTE This Supplement Number 1 to Schedule 14A ("Supplement 1") is being filed by Groupon, Inc. (the "Company") to supplement its definitive proxy statement for the Company's annual meeting of stockholders to be held on June 12, 2024 (the "Annual Meeting"), which was filed with the U.S. Securities and Exchange Commission ("SEC") on April 29, 2024 (the "Proxy Statement"), in order to provide updated information about Dusan Senkypl and updated disclosure under the heading "New Plan Benefits under the 2011 Incentive Plan." Except as specifically provided herein in this Supplement 1, Supplement 1 does not otherwise modify or update any other disclosures presented in the Proxy Statement. In addition, this Supplement 1 does not reflect any other events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events. SUPPLEMENTAL DISCLOSURE DATED MAY 23, 2024 REGARDING DUSAN SENKYPL AND NEW PLAN BENEFITS IN CONNECTION WITH THE SHARE INCREASE AMENDMENT THIS SUPPLEMENT 1 SHOULD BE READ TOGETHER WITH THE PROXY STATEMENT On April 29, 2024, the Company filed the Proxy Statement with the SEC relating to the Annual Meeting. On May 7, 2024, the Company announced that its Board of Directors (the "Board") appointed Dusan Senkypl as permanent Chief Executive Officer of the Company. Further information associated with the appointment described in this Supplement 1 is available in the Company's Current Report on Form 8-K filed with the SEC on May 7, 2024. Additionally, included in the Proxy Statement is a proposal to increase the number of shares of Company common stock approved for issuance under the Company's 2011 Incentive Plan, as amended (the "2011 Incentive Plan"), by 7,000,000 shares (the "Share Increase Amendment"). The Company is furnishing this Supplement 1 to provide updated disclosure regarding Dusan Senkypl's new role as well as "New Plan Benefits under the 2011 Incentive Plan" in connection with the Share Increase Amendment resulting from conditional performance share unit ("PSU") awards made following the Proxy Statement's filing and under the previously disclosed performance-based equity program (the "2024 PSU Program") to Dusan Senkypl, the Company's Chief Executive Officer, Jiri Ponrt, the Company's Chief Financial Officer, and the Company's executive team. Supplemental Disclosure to Proxy Statement Dusan Senkypl The section titled "Board of Director Biographies" on page 4 of the Proxy Statement contains information regarding Mr. Senkypl's biography and related information. Such information is revised as follows to reflect Mr. Senkypl's appointment to Chief Executive Officer Dusan Senkypl Age 48 Director and Chief Executive Officer Experience Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022) Interim Chief Executive Officer (March 2023-May 2024) Chief Executive Officer (May 2024-present) Partner of Pale Fire Capital SE ("PFC"), the Company's largest stockholder, and a private equity investment group that invests in e-commerce companies both in Europe and worldwide, since January 2017, where he also served as a director from November 2019 to

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