{"schema_version":"secwatch.filing_event.v1","accession":"0001490281-23-000057","form_type":"8-K","ticker":"GRPN","cik":"0001490281","company_name":"Groupon, Inc.","filed_at":"2023-06-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.025571+00:00","generated_at":"2026-06-13T19:55:36.432907+00:00","sec_items":["3.01","5.07","9.01"],"event_type":"regulatory","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Groupon notifies Nasdaq of audit committee non-compliance; cure period until June 2024","bullets":["Audit committee has only 2 of 3 required independent directors as of June 14, 2023.","Cure period runs until earlier of 2024 annual meeting or June 14, 2024; company intends to appoint additional independent director.","Shareholders re-elected all five director nominees including Dusan Senkypl and Eric Lefkofsky.","Advisory vote on executive compensation approved; two amendments to 2011 Incentive Plan passed (Senkypl Options vesting and share increase).","Deloitte & Touche ratified as independent auditor for FY 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001490281-23-000057","json":"https://secwatch.observer/filing/0001490281-23-000057.json","markdown":"https://secwatch.observer/filing/0001490281-23-000057.md","text":"https://secwatch.observer/filing/0001490281-23-000057.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/grpn-20230614.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T19:55:36.432907+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8353da624189dde3dced7f97666dcedb34319db2","claim":"Groupon, Inc. received a nasdaq noncompliance notice notice regarding audit committee (rules 5605(c)(2)(A), 5605(c)(4)(B)).","evidence_excerpt":"June 21, 2023, Groupon, Inc. (“Groupon” or the “Company”) notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”), but that it intends to regain compliance within the cure period provided by section (c)(4)(B) of the Listing Rule. The Listing Rule requires the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company to be composed of at least three members, each of whom must meet independence requirements under the Nas","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.95,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"noncompliance notice"},{"label":"Deficiency","value":"audit committee"},{"label":"Rules","value":"5605(c)(2)(A), 5605(c)(4)(B)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"12abfae64cbb6f858340071aff78b164cf1a4a74","claim":"Groupon, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2023.","evidence_excerpt":"Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2023 The appointment of Deloitte & Touche LLP as Groupon’s independent registered public accounting firm for the 2023 fiscal year was ratified with the following vote: For Against Abstentions 21,768,027 79,300 464,764","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"d0a9cee8b30810b17095a3b365e56e6104de8e8a","claim":"Groupon, Inc. shareholders approved Amendment of the Groupon, Inc. 2011 Incentive Plan to Allow for the Vesting and Exercise of the Senkypl Options.","evidence_excerpt":"Amendment of the Groupon, Inc. 2011 Incentive Plan (the “A&R 2011 Incentive Plan”) to Allow for the Vesting and Exercise of the Senkypl Options A proposal to approve an amendment of the A&R 2011 Incentive Plan to allow for the vesting and exercise of the Senkypl Options (as defined in the proxy statement) prior to the first anniversary of the grant date of such options was approved with the following vote: For Against Abstentions Broker Non-Votes 14,877,292 1,075,567 57,066 6,302,166","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"e429443f8156763abe8ccae7dcb3f9a9fc2c9932","claim":"Groupon, Inc. shareholders approved Election of Directors.","evidence_excerpt":"Election of Directors Groupon's five director nominees were elected to 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: For Withheld Broker Non-Vote Dusan Senkypl 15,686,038 323,887 6,302,166 Jan Barta 15,699,098 310,827 6,302,166 Robert Bass 15,142,058 867,867 6,302,166 Eric Lefkofsky 13,685,033 2,324,892 6,302,166 Theodore Leonsis 13,549,624 2,460,301 6,302,166","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"eb65ef35e564349c871e9e912f42eb8d82fcb3db","claim":"Groupon, Inc. shareholders approved Advisory Approval of Groupon's Named Executive Officer Compensation.","evidence_excerpt":"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 13,259,512 2,686,538 63,875 6,302,166","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"fabe6b57bc20b9c9949bc105731dd3814f2d7034","claim":"Groupon, Inc. shareholders approved Amendment of the A&R 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder.","evidence_excerpt":"Amendment of the A&R 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder A proposal to approve a separate amendment to the A&R 2011 Incentive Plan to increase the number of authorized shares thereunder was approved with the following vote: For Against Abstentions Broker Non-Votes 13,638,094 2,322,297 49,534 6,302,166","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028123000057/0001490281-23-000057-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}