GROUPON,INC. (NASDAQ:GRPN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
Groupon, Inc. (“Groupon”) held its annual meeting of the stockholders on June 14, 2018. 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 (the “Board”) 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:
|
Director Nominee |
For |
Withheld |
Broker Non-Votes |
|
Michael Angelakis |
359,287,736 |
16,570,564 |
138,327,535 |
|
Peter Barris |
372,658,970 |
3,199,330 |
138,327,535 |
|
Robert Bass |
373,581,250 |
2,277,050 |
138,327,535 |
|
Eric Lefkofsky |
371,100,667 |
4,757,633 |
138,327,535 |
|
Theodore Leonsis |
373,480,382 |
2,377,918 |
138,327,535 |
|
Joseph Levin |
352,821,790 |
23,036,510 |
138,327,535 |
|
Deborah Wahl |
375,165,057 |
693,243 |
138,327,535 |
|
Rich Williams |
375,090,729 |
767,571 |
138,327,535 |
|
Ann Ziegler |
374,782,682 |
1,075,618 |
138,327,535 |
Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2018
The appointment of Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for the 2018 fiscal year was ratified with the following vote:
|
For |
Against |
Abstentions |
|
511,749,648 |
2,034,309 |
401,878 |
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, was approved with the following vote:
|
For |
Against |
Abstentions |
Broker Non-Votes |
|
294,621,559 |
79,792,906 |
1,443,835 |
138,327,535 |
Advisory Approval of the Frequency of Future Advisory Votes to Approve Groupon's Named Executive Officer Compensation
A proposal requesting a non-binding vote of the stockholders to determine whether the advisory stockholder vote on executive compensation shall occur every one, two or three years, resulted in stockholders approving a one-year frequency with the vote set forth in the table below. The Board, which recommended a one-year frequency, determined that Groupon will continue to hold its advisory stockholder vote on executive compensation every year.
|
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
|
373,209,134 |
240,205 |
842,304 |
1,566,657 |
138,327,535 |
About GROUPON,INC. (NASDAQ:GRPN)
Groupon, Inc. operates online local commerce marketplaces throughout the world that connect merchants to consumers by offering goods and services at a discount. The Company operates through three segments: North America, which represents the United States and Canada; EMEA, which consists of Europe, the Middle East and Africa, and international operations (Rest of World). It offers deals on goods and services in approximately three categories: Local Deals (Local), Groupon Goods (Goods) and Groupon Getaways (Travel). Collectively, Local and Travel consists of its services offerings and Goods, which the Company refers as Shopping, which reflect its product offerings. In its Goods category, the Company acts as the merchant of record, particularly for deals in North America and in EMEA. It offers deals on products for which it acts as the merchant of record. It acts as a marketing agent by selling vouchers (Groupons) that can be redeemed for products or services with third party merchants.