Shareholder Meeting 2015


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 18, 2015

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))










Item 5.07. Submission of Matters to a Vote of Security Holders.
Groupon, Inc. (“Groupon”) held its annual meeting of the stockholders on June 18, 2015. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:

Election of Directors
 
For
 
Withheld
 
Broker Non-Votes
Eric Lefkofsky
570,653,002
 
1,582,936
 
144,340,314
Peter Barris
571,290,616
 
945,322
 
144,340,314
Robert Bass
571,279,363
 
956,575
 
144,340,314
Daniel Henry
570,258,908
 
1,977,030
 
144,340,314
Jeffrey Housenbold
567,451,085
 
4,784,853
 
144,340,314
Bradley Keywell
519,241,499
 
52,994,439
 
144,340,314
Theodore Leonsis
570,689,538
 
1,546,400
 
144,340,314
Ann Ziegler
570,990,638
 
1,245,300
 
144,340,314


Ratification of Ernst & Young LLP as Groupon’s independent registered public accounting firm for fiscal year 2015


 
For
Against
Abstentions
Broker Non-Votes
Ratification of independent registered public accounting firm
712,121,377
3,852,579
602,296
n/a


Advisory Approval of the Compensation of Groupon's Named Executive Officers


 
For
Against
Abstentions
Broker Non-Votes
Advisory approval of the compensation of Groupon’s named executive officers
564,629,019
4,319,685
3,287,234
144,340,314


























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 23, 2015
By:
/s/ Brian Kayman
 
Name:
Brian Kayman
 
Title:
Interim Chief Financial Officer