Groupon, Inc.
Groupon, Inc. (Form: 8-K, Received: 06/19/2017 16:25:50)


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 13, 2017

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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 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 o  

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.  o  











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

Groupon, Inc. (“Groupon”) held its annual meeting of the stockholders on June 13, 2017. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:


Election of Directors

Groupon's ten director nominees were elected to the Board of Directors and will serve as directors until Groupon's next annual meeting of stockholders or until their respective successors are elected and qualified.
Director Nominee
 
For
 
Withheld
 
 
 
 
 
 
 
Rich Williams
 
331,929,267
 
4,078,746
 
Eric Lefkofsky
 
331,103,012
 
4,905,001
 
Theodore Leonsis
 
331,388,274
 
4,619,739
 
Michael Angelakis
 
325,609,875
 
10,398,138
 
Peter Barris
 
331,640,342
 
4,367,671
 
Robert Bass
 
330,613,030
 
5,394,983
 
Jeffrey Housenbold
 
331,834,454
 
4,173,559
 
Bradley Keywell
 
331,277,058
 
4,730,955
 
Joseph Levin
 
324,540,316
 
11,467,697
 
Ann Ziegler
 
316,140,681
 
19,867,332
 


Advisory Approval of Groupon's Named Executive Officer Compensation
    
A proposal to approve a non-binding resolution approving the compensation of Groupon’s named executive officers as disclosed in the proxy statement, passed with the following vote:
For
 
Against
 
Abstentions
 
324,258,752
 
11,447,816
 
301,445
 










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 19, 2017
By:
/s/ Michael Randolfi
 
Name:
Michael Randolfi
 
Title:
Chief Financial Officer