Delaware
(State or other jurisdiction
of incorporation)
|
|
1-35335
(Commission
File Number)
|
|
27-0903295
(I.R.S. Employer
Identification No.)
|
Director Nominee
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
Rich Williams
|
|
699,707,583
|
|
1,264,415
|
|
164,763,063
|
Eric Lefkofsky
|
|
698,392,306
|
|
2,579,692
|
|
164,763,063
|
Theodore Leonsis
|
|
699,340,233
|
|
1,631,765
|
|
164,763,063
|
Michael Angelakis
|
|
699,353,998
|
|
1,618,000
|
|
164,763,063
|
Peter Barris
|
|
698,483,189
|
|
2,488,809
|
|
164,763,063
|
Robert Bass
|
|
699,917,932
|
|
1,054,066
|
|
164,763,063
|
Jeffrey Housenbold
|
|
698,005,679
|
|
2,966,319
|
|
164,763,063
|
Bradley Keywell
|
|
653,102,261
|
|
47,869,737
|
|
164,763,063
|
Ann Ziegler
|
|
698,637,394
|
|
2,334,604
|
|
164,763,063
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
855,439,871
|
|
9,136,507
|
|
1,158,683
|
|
n/a
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
697,252,451
|
|
3,450,440
|
|
269,107
|
|
164,763,063
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
856,805,685
|
|
4,834,745
|
|
4,094,631
|
|
n/a
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
584,986,298
|
|
115,753,210
|
|
232,490
|
|
164,763,063
|
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
2,522,450
|
|
669,218,930
|
|
29,230,618
|
|
164,763,063
|
(d)
|
Exhibits:
|
|
||||
|
Exhibit No.
|
|
Description
|
|
||
|
3.1
|
|
Amendment to the Sixth Amended and Restated Certificate of Incorporation
|
|
||
|
3.2
|
|
Amendment to the Amended and Restated By-Laws
|
|
|
||
|
|
|
|
GROUPON, INC.
|
|
|
|
|
|
|
|
Dated: June 14, 2016
|
By:
|
/s/ Michael Randolfi
|
|
Name:
|
Michael Randolfi
|
|
Title:
|
Chief Financial Officer
|
|
Exhibit No.
|
|
Description
|
|
||
|
3.1
|
|
Amendment to the Sixth Amended and Restated Certificate of Incorporation
|
|
||
|
3.2
|
|
Amendment to the Amended and Restated By-Laws
|
|