Groupon Inc

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed compensation for its Named Executive Officers. Management seeks shareholder endorsement to validate the design and implementation of its 2025 executive pay program, which includes base salary, a performance-based annual cash bonus tied to Revenue and Adjusted EBITDA, and long-term performance share unit (PSU) awards with service and performance conditions. Notably, certain 2025 PSUs for senior executives were conditioned on remediation of a previously identified material weakness in internal controls and on continued service, demonstrating a direct link between compensation realization and governance remediation. Management argues that this structure aligns executives’ incentives with stockholder interests by tying pay to both operational milestones and long-term stock-price outcomes, while also serving retention objectives during a period of transition. The Board recommends a FOR vote, citing pay-for-performance alignment, stockholder engagement results (high prior Say-on-Pay support), and the Compensation Committee’s oversight and use of independent consultants. Potential investor concerns include the outsized value or concentration of equity awards to executives in prior years and the use of discretion in vesting adjustments; management addresses these by emphasizing the conditional vesting, clawback policy, and committee review. Because the vote is advisory, it will not change compensation contracts directly, but a decisive vote against could prompt the Compensation Committee to reevaluate program design and stakeholder engagement. Overall, the proposal is a governance-level ratification request intended to confirm investor support for the Company’s compensation philosophy and its specific 2025 practices.

This management proposal seeks stockholder approval to amend the Company’s Certificate of Incorporation to add officer exculpation permitted under Section 102(b)(7) of the Delaware General Corporation Law, bringing officer protections more in line with existing director exculpation. The amendment would eliminate or limit monetary liability of specified officers for breaches of the duty of care to the fullest extent allowed by Delaware law, while preserving accountability by excluding liability for breaches of duty of loyalty, acts not in good faith or involving intentional misconduct or knowing violations of law, Section 174 liabilities for directors, and transactions where an officer derived an improper personal benefit. Management argues this change is a narrowly tailored governance enhancement to improve the Company’s ability to recruit and retain qualified executive talent who might otherwise be deterred by personal liability risk and defense costs. The Board also expects modest benefits in potentially reducing litigation costs and the deterrent effect of meritless claims, while maintaining key fiduciary accountability through the enumerated exceptions. The proposal requires a higher approval threshold—a majority of outstanding voting power—so it is a substantive charter change and not just a routine governance tweak. Investors may weigh the benefit of improved executive recruitment and reduced defense exposure against concerns that broader exculpation could lessen executive accountability; however, the text expressly preserves common carve-outs and Delaware-law constraints to mitigate that risk. Overall, the amendment is a governance modernization reflecting Delaware statutory changes, with management and the Board recommending approval because they view it as balancing stockholder protections with operational competitiveness in executive hiring markets.