0001490281False12/3100014902812020-06-092020-06-09

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 9, 2020
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.)
600 W Chicago Avenue 60654
Suite 400 (Zip Code)
Chicago
Illinois (312) 334-1579
(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 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  ☐
        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 3.03  Material Modification to Rights of Security Holders.
 To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2020, Groupon, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The form of Certificate of Amendment was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on June 9, 2020 (the “Annual Meeting”) and by the Company’s Board of Directors (the “Board”). The Reverse Stock Split was effective as of 5:00 p.m. (Eastern Time) on June 10, 2020 (the “Effective Time”).
As a result of the Reverse Stock Split, every 20 shares of issued and outstanding Common Stock were, at the Effective Time, combined and converted into one issued and outstanding share of Common Stock, and the number of authorized shares of Common Stock was reduced proportionately. The par value per share of Common Stock remains unchanged. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, Computershare Trust Company, N.A., the Company’s transfer agent, will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split.
A proportionate adjustment was also made to the maximum number of shares of Common Stock issuable under the Groupon, Inc. 2011 Incentive Plan, as amended, and the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended.
The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described below.
The Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on June 11, 2020. The trading symbol for the Common Stock will remain “GRPN.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 399473206.
The foregoing description of the Reverse Stock Split and Certificate of Amendment 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 report as Exhibit 3.1 and is incorporated into this report by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 9, 2020. 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 nine 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. The directors were elected with the following vote:
For Withheld Broker Non-Vote
Michael Angelakis 315,682,444 38,738,882 140,413,426
Peter Barris 324,212,595 31,208,731 140,413,426
Robert Bass 324,926,034 30,495,292 140,413,426
Eric Lefkofsky 323,382,280 32,039,046 140,413,426
Theodore Leonsis 313,334,077 42,087,249 140,413,426
Valerie Mosley 329,800,390 25,620,936 140,413,426
Helen Vaid 331,409,865 24,011,461 140,413,426
Deborah Wahl 324,789,528 30,631,798 140,413,426
Ann Ziegler 324,394,735 31,026,591 140,413,426
Reverse Stock Split
 The proposal to approve the amendments to the Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-15, 1-for-18 or 1-for-20, with the final ratio to be determined by the Board in its discretion, was approved with the following vote:
For Against Abstentions
425,563,012 22,982,431 47,289,309
Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2020
The appointment of Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for the 2020 fiscal year was ratified with the following vote:
For Against Abstentions
480,457,179 13,559,290 1,818,283
Advisory Approval of Groupon's Named Executive Officer Compensation
A proposal to conduct an advisory non-binding resolution approving the compensation of Groupon’s named executive officers, as disclosed in the proxy statement, was approved with the following vote:
For Against Abstentions Broker Non-Votes
255,958,850 70,803,671 28,658,805 140,413,426
Item 8.01 Other Events
On June 10, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
  Exhibit No. Description
3.1
99.1
104 Cover Page Interactive Data File (embedded within the 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 11, 2020
 
By: /s/ Melissa Thomas
Name: Melissa Thomas
Title: Chief Financial Officer









Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED
CERTIFICATE OF INCORPORATION
OF
GROUPON, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

Groupon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.The name of the Corporation is “Groupon, Inc.”
2.The Corporation’s Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 31, 2016.
3.This Certificate of Amendment to the Restated Certificate of Incorporation amends the Restated Certificate of Incorporation of the Corporation.
4.The amendment set forth in this Certificate of Amendment to the Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5.This Certificate of Amendment shall become effective as of June 10, 2020 at 5:00 p.m. (Eastern time).
6.The text of Section 1 of Article IV of the Restated Certificate of Incorporation is hereby amended in its entirety as follows:

“Section 1. Authorized Shares. This Corporation is authorized to issue 150,500,000 shares, of which 100,500,000 shares shall be Common Stock, par value $0.0001 per share (the “Common Stock”), and 50,000,000 shares shall be Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).

Upon the effectiveness of the filing of this Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each 20 shares of Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time will be reclassified and combined into one issued, fully paid and nonassessable share of Common Stock, without any action required on the part of the Corporation or the holders of such Common Stock. No fractional shares of Common Stock will be issued in connection with the reclassification and combination of shares of Common Stock provided herein. In lieu of fractional shares, the aggregate of all fractional shares otherwise issuable to the holders of record of Common Stock shall be issued to Computershare Trust Company, N.A. as transfer agent for the Common Stock (the “Transfer Agent”), as agent, for the accounts of all holders of record of Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the Common Stock at the time of sale. After such sale and upon the surrender of the stockholders’ stock certificates, if any, the Transfer Agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests. From and after the Effective Time, stock certificates representing the Common Stock issued immediately prior to the Effective Time, if any, shall represent the number of


whole shares of Common Stock into which such Common Stock shall have been reclassified and combined pursuant to this Certificate of Amendment to the Restated Certificate of Incorporation.

IN WITNESS WHEREOF, I have signed this Certificate of Amendment to the Restated Certificate of Incorporation this 10th day of June 2020.

By: __/s/ Erin G Stone
Name: Erin G. Stone
Title: VP & Deputy General Counsel





Exhibit 99.1
Groupon Announces 1-for-20 Reverse Stock Split
CHICAGO, Ill., June 10, 2020 – Groupon, Inc. (NASDAQ: GRPN) (“Groupon” or the “Company”) announced today that the Company’s board of directors has approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20, following approval of the reverse stock split by the Company’s stockholders at the Annual Meeting of Stockholders held on June 9, 2020.
The reverse stock split will become effective at 5:00 p.m. Eastern time on June 10, 2020. At the effective time, every 20 issued and outstanding shares of the Company’s common stock will be converted and combined into one share of the Company’s common stock, and a proportionate reduction will be made to the Company’s number of authorized shares of common stock.
Beginning with the opening of trading on June 11, 2020, the Company’s common stock will trade on the Nasdaq Global Select Market on a split-adjusted basis under a new CUSIP number, 399473206. The Company’s trading symbol will continue to be “GRPN.”
The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described below.
No fractional shares will be issued as a result of the reverse stock split. Instead, the Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable after the effective time of the reverse stock split at the then-prevailing prices on the open market. Stockholders who would have been entitled to a fractional share as a result of the reverse stock split will receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of the total proceeds of such sale.
About Groupon
Groupon (NASDAQ: GRPN) is an experiences marketplace that brings people more ways to get the most out of their city or wherever they may be. By enabling real-time mobile commerce across local businesses, live events and travel destinations, Groupon helps people find and discover experiences––big and small, new and familiar––that make for a full, fun and rewarding life. Groupon helps local businesses grow and strengthen customer relationships––resulting in strong, vibrant communities. To learn more about Groupon’s community-building efforts, please visit community.groupon.com.

Investor Relations Contact:
Jennifer Beugelmans
jbeugelmans@groupon.com
Media Relations Contact:
Nick Halliwell
Press@groupon.com