{"schema_version":"secwatch.filing_event.v1","accession":"0001490281-26-000021","form_type":"8-K","ticker":"GRPN","cik":"0001490281","company_name":"Groupon, Inc.","filed_at":"2026-06-17T20:05:41+00:00","discovered_at":"2026-06-17T20:07:00.408876+00:00","generated_at":"2026-06-17T20:15:58.181276+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"Groupon stockholders approve officer exculpation, elect 6 directors at 2026 annual meeting","bullets":["Certificate of amendment filed Jun 17 to add officer exculpation per DGCL Section 102(b)(7); approved by ~97.7% of votes cast (20.6M for, 491K against).","Six director nominees elected: Dusan Senkypl, Jan Barta, Robert Bass, Jason Harinstein, Theodore Leonsis, Amit Shah (each >94% of votes cast).","Appointment of Deloitte & Touche as 2026 independent auditor ratified with ~99.8% of votes (26.9M for, 56K against, 12K abstain).","Non-binding advisory say-on-pay approved with ~98.4% of votes cast (20.8M for, 338K against, 225K abstain).","Broker non-votes of 5,661,810 on all items except auditor ratification (no broker non-votes on that proposal)."],"urls":{"canonical":"https://secwatch.observer/filing/0001490281-26-000021","json":"https://secwatch.observer/filing/0001490281-26-000021.json","markdown":"https://secwatch.observer/filing/0001490281-26-000021.md","text":"https://secwatch.observer/filing/0001490281-26-000021.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/grpn-20260611.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T20:15:58.181276+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":"6ec20706ef3c49b7cd6217bd43b5c2e5613f29bc","claim":"Groupon, Inc.: Added officer exculpation provisions to Article VII of the Restated Certificate of Incorporation (effective 2026-06-17).","evidence_excerpt":"On June 17, 2026, Groupon, Inc. (the \"Company\") filed a Certificate of Amendment (the \"Certificate of Amendment\") to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect an amendment to Article VII of the Company's Restated Certificate of Incorporation to add officer exculpation provisions consistent with Section 102(b)(7) of the Delaware General Corporation Law.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-06-17"}],"fact_type":"governance_change"},{"claim_id":"02f6286c79f54e98fd4830f76e276f9a522d5e30","claim":"Groupon, Inc. shareholders approved Election of Directors at the 2026-06-11 meeting.","evidence_excerpt":"Election of Directors The Company's six director nominees were elected to the Board and will serve as directors until the Company'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 21,238,697 95,830 5,661,810 Jan Barta 20,986,018 348,509 5,661,810 Robert Bass 21,045,175 289,352 5,661,810 Jason Harinstein 21,218,650 115,877 5,661,810 Theodore Leonsis 20,157,886 1,176,641 5,661,810 Amit Shah 21,277,168 57,359 5,661,810","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-11"}],"fact_type":"shareholder_vote"},{"claim_id":"8d5625ed43eb3760686f45f5ea27fbbb263c2095","claim":"Groupon, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 at the 2026-06-11 meeting.","evidence_excerpt":"Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified with the following vote: For Against Abstentions 26,927,608 56,331 12,398","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-11"}],"fact_type":"shareholder_vote"},{"claim_id":"ea9fbefb3e208e642011dba8275e0c907ad2a10c","claim":"Groupon, Inc. shareholders approved Advisory Approval of Groupon's Named Executive Officer Compensation at the 2026-06-11 meeting.","evidence_excerpt":"Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct a non-binding, advisory vote to approve our named executive officer compensation, as disclosed in the proxy statement, was approved with the following vote: For Against Abstentions Broker Non-Votes 20,771,441 338,086 225,000 5,661,810","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-11"}],"fact_type":"shareholder_vote"},{"claim_id":"f9f07dabeb753072f024321389b678c5b5c5d195","claim":"Groupon, Inc. shareholders approved Approval of Amendment to Groupon's Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7) of the Delaware General Corporation Law at the 2026-06-11 meeting.","evidence_excerpt":"Approval of Amendment to Groupon's Restated Certificate of Incorporation A proposal to approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7) of the Delaware General Corporation Law was approved with the following vote: For Against Abstentions Broker Non-Votes 20,606,190 491,355 236,982 5,661,810","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490281/000149028126000021/0001490281-26-000021-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-11"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}