Groupon Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees to the Board to hold office for one-year terms until the next annual meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Approval of Our Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement.

   More detail

   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.

4. 4

   Approval of Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation

   ManagementBoard: FOR

   Approve an amendment to Article VII of the Restated Certificate of Incorporation to add officer exculpation to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law.

   More detail

   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.

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When is the Groupon Inc 2026 annual meeting?

Groupon Inc (GRPN) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Groupon Inc 2026 meeting?

The record date for the Groupon Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Groupon Inc's 2026 meeting?

The board is presenting 6 director nominees at the Groupon Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Groupon Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Groupon Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.