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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): October 6, 2021
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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 6, 2021, Melissa Thomas, Chief Financial Officer of Groupon, Inc. (the “Company”), notified the Company of her decision to resign, effective November 4, 2021, in order to pursue a new opportunity at another company. Ms. Thomas’ resignation is unrelated to any disagreement with the Company.
On October 12, 2021, the Company appointed Damien Schmitz, as Interim Chief Financial Officer, effective November 5, 2021.
Mr. Schmitz, age 43, has led the Company’s global commercial finance function as Senior Vice President, Finance since October 2021, and Vice President, Finance since January 2019. He previously served as Vice President, Finance and Chief Financial Officer, International from January 2018 to January 2019 and in various finance leadership roles at the Company since October 2012, including Senior Director, Global FP&A since September 2016. Prior to joining the Company, Mr. Schmitz held consulting roles with PwC and 3M.
In connection with Mr. Schmitz’s appointment as Interim Chief Financial Officer, he will receive a monthly stipend of $18,750 (in addition to his current base salary), to be paid each month in which he serves (for the full or partial month) as Interim Chief Financial Officer. In addition, Mr. Schmitz will receive a restricted stock unit award (“RSUs”) under the Groupon, Inc. 2011 Incentive Plan, as amended, with a value equal to $300,000. The RSUs will vest 100% on August 15, 2022. Mr. Schmitz will also receive a one-time cash bonus of $162,500, which will be payable on August 15, 2022. The vesting of RSUs and payment of the one-time cash bonus are subject to Mr. Schmitz’s continued employment with the Company on August 15, 2022.
For so long as Mr. Schmitz serves as the Company’s Interim Chief Financial Officer, he will receive severance benefits upon a termination of employment without cause or for good reason equal to (i) 12 months of his salary, monthly stipend (if still in effect upon Mr. Schmitz’s termination date) and 12 months of his COBRA premiums and (ii) the accelerated vesting of outstanding time-based equity awards that are scheduled to vest over the 12 month period following the termination date. Also for as long as Mr. Schmitz serves as the Company’s Interim Chief Financial Officer, in the event that Mr. Schmitz’s employment is terminated without cause or for good reason in connection with a change in control of the Company, he will receive severance benefits equal to (i) 12 months of his salary, monthly stipend (if still in effect upon Mr. Schmitz’s termination date) and 12 months of his COBRA premiums, (ii) a pro-rated portion of his target cash bonus and (iii) the accelerated vesting of all of his outstanding equity awards.

The above description of the offer letter between the Company and Mr. Schmitz is qualified in its entirety by the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no family relationships between Mr. Schmitz and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Schmitz has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Schmitz and any other person pursuant to which he was appointed as an officer of the Company.


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits:
  Exhibit No. Description
10.1
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: October 13, 2021
 
By: /s/ Aaron Cooper
Name: Aaron Cooper
Title: Interim Chief Executive Officer











IMAGE_0.JPG
Exhibit 10.1
October 12, 2021
Damien Schmitz
Via Email
Dear Damien,

Congratulations! On behalf of Groupon, Inc, I am pleased to inform you that you will be appointed to Interim Chief Financial Officer in Chicago, IL effective November 5, 2021 (“Effective Date”). This role reports directly to the Chief Executive Officer of Groupon, Inc.

Cash Stipend
In accordance with this change, for each month or partial month in which you serve as Interim Chief Financial Officer, you are eligible to receive, in addition to your base salary, a monthly stipend of $18,750, less withholdings and deductions, to be paid on the first pay period of the applicable month.
Restricted Share Units (“RSUs”)
Upon approval by the Compensation Committee of the Board of Directors or via delegated authority, Groupon, Inc. will award you a one-time grant of RSUs valued at $300,000 pursuant to the Groupon, Inc. 2011 Incentive Plan (“Plan”). The number of RSUs granted will be calculated using the average closing share price of a share of Groupon common stock from the month of your Effective Date. This RSU grant will vest 100% on August 15, 2022. Such vesting is contingent upon your continuous provision of material services to Groupon as of the vesting date. The award will be subject to the terms of the Plan and a form of award agreement that you will be required to sign as a condition of receiving the award.

One-Time Bonus
In addition, you are eligible to receive a one-time cash bonus in the amount of $162,500, less withholdings and deductions (“One-Time Bonus”), to be paid on your August 15, 2022 paycheck (the “Payment Date”), provided you are continuously and actively employed on the Payment Date.
If your employment terminates for any reason prior to the Payment Date, you will not receive or be entitled to One-Time Bonus.

Severance Benefits
In connection with this appointment and for solely as long as your title remains “Interim Chief Financial Officer,” you also will be eligible for the following severance benefits, consistent with Groupon’s Named Executive Officers, and your existing severance benefit agreement with Groupon Inc. dated October 12, 2021 (the “SBA”) is modified accordingly for such period.

In the event the Company terminates your employment at Groupon without Cause or you resign for Good Reason, you are entitled to twelve months of salary and twelve months of COBRA premiums as severance, and the portion of unvested equity (both under this agreement and all of your previously awarded PSUs and RSUs by the Company) scheduled to vest in the next twelve months after such event shall be accelerated. Notwithstanding the foregoing, you are not eligible for severance in the event that the Company does not appoint you permanent CFO (or you choose not





to accept that role, if offered) but otherwise does not terminate your employment with the Company. In other words, in such circumstance it shall not be “Good Reason” that would trigger severance under your SBA if you are no longer Interim CFO and the monthly stipend and Interim Severance Benefits described herein are discontinued.

In the event of a Change of Control (as defined in the SBA) you will also be entitled to a prorated payout of your Annual Bonus Plan at Target, and all unvested equity (both under this agreement and all of your previously awarded PSUs and RSUs by the Company) shall be accelerated.

Any severance benefits provided to you shall be contingent on your execution of the Company’s standard form of separation agreement, including a full, general release of claims. For the purpose of clarity, you further acknowledge that the severance benefits described in this offer letter (the “Interim Severance Benefits”) modify your SBA only for the period of time that you serve as the Company’s Interim Chief Financial Officer. In the event that you no longer serve (for whatever reason) in the role of Interim Chief Financial Officer, the Interim Severance Benefits shall no longer apply, and your SBA (as unmodified by this offer letter), will continue in full force and effect. Further, except as expressly modified herein, the terms of the SBA remain in effect.

This is in consideration for your continued employment and adherence to the terms of the Employee Innovations and Proprietary Rights Assignment Agreement (“EIPRAA”) or Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“CIPRA”), whichever document you signed at the time of hire or thereafter.

All other terms of your employment at Groupon, including your “at will” employment, remain unchanged. Groupon reserves the right to modify the terms of your compensation in the future.

Thank you very much for your contribution to Groupon. Please contact hr@groupon.com if you have any questions about the information above.
Please signify your acceptance of this offer by signing and returning this letter to Groupon.
Sincerely,


Aaron Cooper
Chief Executive Officer
Groupon, Inc.



Accepted and agreed:


/s/ Damien Schmitz___________________         10/12/2021_________________________
Damien Schmitz                Date