Shareholder Meeting 2014


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): May 20, 2014
 
GROUPON, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction
of incorporation)
 
001-35335
(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) 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:
 
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))


Item 5.07
 
Submission of Matters to a Vote of Security Holders.
 
The annual meeting of the stockholders of Groupon, Inc. ("Groupon") was held on May 20, 2014 for the purposes of (1) electing the seven directors named in the Company’s proxy statement to hold office until the next annual meeting of stockholders; (2) ratifying the appointment of Ernst & Young LLP as Groupon’s independent registered public accounting firm for 2014; (3) approving, on an advisory basis, a resolution approving the compensation of the named executive officers as disclosed in the proxy statement, and (4) approving an amendment to the Groupon, Inc. 2011 Incentive Plan to increase the number of authorized shares.





For more information about the foregoing proposals, see our proxy statement dated April 10, 2014. Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to 150 votes per share and vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:

Election of Directors
 
 
 
 
 
 
 
Director Nominee
Votes For
Votes Withheld
Broker non-votes
 
Eric Lefkofsky
854,749,788
 
2,275,383
 
110,857,933
 
Peter Barris
854,569,656
 
2,455,515
 
110,857,933
 
Robert Bass
854,948,058
 
2,077,113
 
110,857,933
 
Daniel Henry
854,860,030
 
2,165,141
 
110,857,933
 
Jeffrey Housenbold
850,965,855
 
6,059,316
 
110,857,933
 
Bradley Keywell
733,765,679
 
123,259,492
 
110,857,933
 
Theodore Leonsis
854,534,495
 
2,490,676
 
110,857,933
 
 
 
 
 
 
 
 

The seven nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.

Ratification of independent registered public accounting firm

The appointment of Ernst & Young LLP as the Groupon’s independent registered public accounting firm for the 2014 fiscal year was ratified by the votes set forth in the table below.

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Votes
Ratification of independent registered public accounting firm
961,402,425
5,280,946
1,199,733
n/a

Approval of Compensation of Groupon's Named Executive Officers

A proposal requesting that stockholders approve a non-binding resolution approving the compensation of the Groupon's Named Executive Officers as disclosed in the proxy statement, passed with the following vote:

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Votes
Approval of Compensation of Named Executive Officers
850,865,710
5,923,298
236,163
110,857,933

Approval of the amendment to the Groupon, Inc. 2011 Incentive Plan
 
A proposal to approve the Groupon, Inc., 2011 Incentive Plan to increase the number of authorized shares passed with the following vote:

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Votes
Approval of 2011 Incentive Plan
690,318,400
166,502,275
204,496
110,857,933




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: May 22, 2014
By:
/s/ Daniel L. Horwood
 
Name:
Daniel L. Horwood
 
Title:
Associate General Counsel and Assistant Corporate Secretary