Groupon (NASDAQ: GRPN) adds officer exculpation and reports 2026 shareholder vote results

Rhea-AI Filing Summary

Groupon, Inc. reported results of its 2026 Annual Meeting and a charter change affecting officer liability. Stockholders approved an amendment to the Restated Certificate of Incorporation to add officer exculpation provisions consistent with Section 102(b)(7) of Delaware law, and the board subsequently filed the Certificate of Amendment on June 17, 2026.

All six director nominees were elected, the appointment of Deloitte & Touche LLP as independent auditor for fiscal 2026 was ratified, and a non-binding advisory vote approved the company’s named executive officer compensation.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Officer exculpation amendment vote For: 20,606,190 votes Officer exculpation amendment Against: 491,355 votes Officer exculpation amendment Abstentions: 236,982 votes +4 more

7 metrics

Officer exculpation amendment vote For 20,606,190 votes Charter amendment to add officer exculpation under Section 102(b)(7)

Officer exculpation amendment Against 491,355 votes Charter amendment to add officer exculpation under Section 102(b)(7)

Officer exculpation amendment Abstentions 236,982 votes Charter amendment to add officer exculpation under Section 102(b)(7)

Say-on-pay For votes 20,771,441 votes Advisory approval of named executive officer compensation

Auditor ratification For votes 26,927,608 votes Ratification of Deloitte & Touche LLP for fiscal 2026

Broker Non-Votes on key items 5,661,810 votes Director elections, say-on-pay, charter amendment

Highest director For vote 21,277,168 votes Election of director Amit Shah

Key Terms

officer exculpation, Section 102(b)(7) of the Delaware General Corporation Law, independent registered public accounting firm, broker non-vote, +1 more

5 terms

officer exculpation regulatory

"to provide for officer exculpation as permitted by Section 102(b)(7)"

A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.

Section 102(b)(7) of the Delaware General Corporation Law regulatory

"as permitted by Section 102(b)(7) of the Delaware General Corporation Law"

independent registered public accounting firm financial

"independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-vote financial

"For | Withheld | Broker Non-Vote"

non-binding, advisory vote regulatory

"A proposal to conduct a non-binding, advisory vote to approve our named executive officer compensation"

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Understanding 8-K Material Events →

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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 11, 2026

Commission File Number: 1-35335

Groupon, Inc.

(Exact name of registrant as specified in its charter)

Delaware

27-0903295

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

35 West Wacker Drive

60601

25th Floor

(Zip Code)

Chicago

Illinois

(773)

945-6801

(Address of principal executive offices)

(Registrant's telephone number, including area code)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

    240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

    240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

GRPN

NASDAQ Global Select Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 406 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company     ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 17, 2026, Groupon, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect an amendment to Article VII of the Company's Restated Certificate of Incorporation to add officer exculpation provisions consistent with Section 102(b)(7) of the Delaware General Corporation Law. The Certificate of Amendment was approved by the Company's stockholders at the Company's 2026 Annual Meeting of Stockholders held on June 11, 2026, as further described under Item 5.07 below, and by the Company's Board of Directors.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on June 11, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Company's Annual Meeting.

Election of Directors

The Company's six director nominees were elected to the Board and will serve as directors until the Company's next annual meeting of stockholders or until their respective successors are elected and qualified. The directors were elected with the following vote:

									For																		Withheld																		Broker Non-Vote
Dusan Senkypl									21,238,697																		95,830																		5,661,810
Jan Barta									20,986,018																		348,509																		5,661,810
Robert Bass									21,045,175																		289,352																		5,661,810
Jason Harinstein									21,218,650																		115,877																		5,661,810
Theodore Leonsis									20,157,886																		1,176,641																		5,661,810
Amit Shah									21,277,168																		57,359																		5,661,810

Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified with the following vote:

For																		Against																		Abstentions
26,927,608																		56,331																		12,398

Advisory Approval of Groupon's Named Executive Officer Compensation

A proposal to conduct a non-binding, advisory vote to approve our named executive officer compensation, as disclosed in the proxy statement, was approved with the following vote:

For																		Against																		Abstentions																		Broker Non-Votes
20,771,441																		338,086																		225,000																		5,661,810

Approval of Amendment to Groupon's Restated Certificate of Incorporation

A proposal to approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7) of the Delaware General Corporation Law was approved with the following vote:

For																		Against																		Abstentions																		Broker Non-Votes
20,606,190																		491,355																		236,982																		5,661,810

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
3.1						Certificate of Amendment to the Restated Certificate of Incorporation of Groupon, Inc., dated June 17, 2026
104						Cover Page Interactive Data File (embedded as Inline XBRL document)

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.

Date: June 17, 2026

By: /s/ Rana Kashyap

Name: Rana Kashyap

Title: Chief Financial Officer

FAQ

What governance change did Groupon (GRPN) approve at the 2026 annual meeting?

Groupon stockholders approved an amendment to its Restated Certificate of Incorporation to add officer exculpation provisions under Section 102(b)(7) of Delaware law. The board then filed a Certificate of Amendment on June 17, 2026, formally updating the charter.

Which directors were elected to Groupon (GRPN)’s board in 2026 and how strong was support?

Six nominees—Dusan Senkypl, Jan Barta, Robert Bass, Jason Harinstein, Theodore Leonsis, and Amit Shah—were elected. Each received over 20 million “For” votes, with broker non-votes of 5,661,810 reported for every director on the ballot.

Did Groupon (GRPN) stockholders approve executive compensation at the 2026 meeting?

Yes. The non-binding advisory vote on named executive officer compensation passed with 20,771,441 votes For, 338,086 Against, 225,000 Abstentions, and 5,661,810 Broker Non-Votes. This indicates majority support for the pay program described in the proxy statement.

Was Groupon (GRPN)’s auditor for fiscal 2026 ratified by stockholders?

Yes. Stockholders ratified Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for fiscal 2026, with 26,927,608 votes For, 56,331 Against, and 12,398 Abstentions, reflecting very strong support for continuing the existing audit relationship.

How did Groupon (GRPN) stockholders vote on adding officer exculpation to the charter?

The officer exculpation charter amendment was approved with 20,606,190 votes For, 491,355 Against, 236,982 Abstentions, and 5,661,810 Broker Non-Votes. This authorized the company to limit certain officer liability as permitted by Delaware General Corporation Law Section 102(b)(7).

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 12.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB