8-K Shareholder Meeting



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 19, 2012
 
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 620
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 June 19, 2012 for the purposes of (1) electing the eight 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 2012; (3) approving, on an advisory basis, a resolution approving the compensation of the named executive officers as disclosed in the proxy statement, (4) approving, on an advisory basis, the frequency of the vote approving the compensation of the named executive officers, (5) approving the Groupon, Inc. 2011 Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code, and (6) approving the Groupon, Inc. 2012 Employee Stock Purchase Plan.




 
For more information about the foregoing proposals, see our proxy statement dated May 10, 2012. 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
Eric P. Lefkofsky
819,684,013

199,977

Peter J. Barris
819,733,111

150,879

Robert J. Bass
819,742,070

141,920

Daniel T. Henry
819,741,448

142,542

Mellody Hobson
819,741,393

142,597

Bradley A. Keywell
797,183,600

22,700,390

Theodore J. Leonsis
819,279,359

604,631

Andrew D. Mason
819,712,420

171,570


The eight 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 2012 fiscal year was ratified by the votes set forth in the table below.

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Vote
Ratification of independent registered public accounting firm
825,810,697
720,173
100,867
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
819,552,449
288,359
43,182
6,747,747

Frequency of Holding Stockholder Advisory Votes Regarding Compensation Awarded to Named Executive Officers

A proposal requesting a non-binding vote of the stockholders to determine whether the advisory stockholder vote on executive compensation shall occur every 1, 2 or 3 years, resulted in stockholders approving a 1 year frequency. The following table shows the voting results on the frequency of the executive compensation vote.

 
ONE YEAR
TWO YEARS
THREE YEARS
ABSTAIN
Broker Non-Votes
Vote on Frequency of Future Votes on Compensation of Named Executive Officers
819,552,449
288,359
7,011,836
35,810
6,747,747






Approval of the Groupon, Inc. 2011 Incentive Plan for Purposes of Complying With Section 162(m) of the Internal Revenue Code

A proposal to approve the Groupon, Inc., 2011 Incentive Plan passed with the following vote:

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Vote
Approval of 2011 Incentive Plan
819,526,215
313,154
44,621
6,747,747


Approval of the Groupon, Inc. 2012 Employee Stock Purchase Plan

A proposal to approve the Groupon, Inc., 2012 Employee Stock Purchase Plan passed with the following vote:

 
FOR
AGAINST
ABSTENTIONS
Broker Non-Vote
Approval of 2012 Employee Stock Purchase Plan
819,719,152
124,314
40,524
6,747,747


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 20, 2012
By:
/s/ Jason E. Child
 
Name:
Jason E. Child
 
Title:
Chief Financial Officer