grpn-20240429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

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2024 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
THE ANNUAL MEETING OF STOCKHOLDERS OF GROUPON, INC. WILL BE HELD
June 12, 2024 | 10:00 a.m. Central Time
Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601

NASDAQ: GRPN / ir@groupon.com

LETTER FROM THE

CHAIRMAN

Dear Stockholder:

I am pleased to invite you to attend the Annual Meeting of Stockholders of Groupon, Inc. (the “Annual Meeting”), which will be held at Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601, on June 12, 2024 at 10:00 a.m. Central Time. The doors will open at 9:30 a.m. Central Time.

The attached Notice of Annual Meeting of Stockholders and proxy statement (the “Proxy Statement”) contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

We urge you to read the accompanying Proxy Statement carefully and to vote “FOR” the director nominees proposed by the Board of Directors, “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024, “FOR” the non-binding, advisory approval of our named executive officer compensation, every “1 YEAR” for the frequency that we will hold a non-binding, advisory vote to approve of the compensation of our named executive officers, “FOR” the proposal to amend the Company’s incentive plan to increase the number of authorized shares thereunder in accordance with the recommendations of the Board of Directors and “FOR” the proposal to approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting. On behalf of the Board of Directors, I would like to express our appreciation for your interest in Groupon.

Sincerely,

Theodore Leonsis
Chairman of the Board of Directors

Groupon Proxy Statement and Notice of 2024 Annual Meeting

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD

June 12, 2024 | 10:00 a.m. Central Time
Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601

ITEMS OF BUSINESS

•To elect five directors from the nominees named in this Proxy Statement.

•To ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2024.

•To conduct a non-binding, advisory vote to approve our named executive officer compensation, as described in this Proxy Statement.

•To conduct a non-binding, advisory vote on the frequency of the advisory vote to approve our named executive officer compensation.

•To approve an amendment of the Groupon, Inc. 2011 Incentive Plan, as amended (the “2011 Incentive Plan”), to increase the number of authorized shares thereunder (the “Share Increase Amendment”).

•To approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the other proposals at the time of the Annual Meeting (the “Adjournment Proposal”).

•To transact other business that may properly come before the Annual Meeting.

Record Date

Only stockholders of record at the close of business on April 18, 2024 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting.

Admission

If you are a record holder, you must provide identification, and if you hold your shares through a broker, bank or other nominee, you must also provide proof of ownership.

Proxy Voting

IMPORTANT: Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card will save the expenses and efforts of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares in person at the Annual Meeting, as your proxy is revocable at your option, as described in the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 12, 2024. We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via e-mail unless you elect otherwise.

Groupon Proxy Statement and Notice of 2024 Annual Meeting

By order of the Board of Directors,

Ted Leonsis

Chairman of the Board of Directors

Chicago, Illinois
April 29, 2024

The date of this Proxy Statement is April 29, 2024, and it is first being delivered to stockholders on or about April 29, 2024.

Groupon Proxy Statement and Notice of 2024 Annual Meeting

TABLE OF CONTENTS


CORPORATE GOVERNANCE AT GROUPON			1
BOARD OF DIRECTORS			3
BOARD SELECTION AND EVALUATION			8
HOW THE BOARD IS ORGANIZED AND GOVERNS			10
HOW TO COMMUNICATE WITH THE BOARD			14
DIRECTOR COMPENSATION			15
COMPENSATION DISCUSSION & ANALYSIS			18
20 23 Business Summary and Financial Results			18
20 23 Executive Compensation Highlights			18
Compensation-Related Policies and Practices			19
Governance of Executive Compensation Program			21
Elements of Executive Compensation			23
Other Compensation			27
Compensation Risk Assessment			28
NAMED EXECUTIVE OFFICER COMPENSATION			30
2023 Summary Compensation Table			30
Grants of Plan-Based Awards in 202 3			31
Outstanding Equity Awards at 2023 Year-End			32
Option Exercises and Stock Vested in 2023			32
Severance Benefits Agreement			33
Separation and Resignation of Named Executive Officers			33
Potential Payments upon Termination o r Change in Control			34
CEO Pay Ratio			34
Pay versus Performance			35
Equity Compensation Plan Information			41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			42
COMPENSATION COMMITTEE REPORT			43
AUDIT COMMITTEE REPORT			44
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			46
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES			47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			48
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT			49
DELINQUENT SECTION 16(A) REPORTS			50
IMPORTANT MEETING INFORMATION			51
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			54
PROPOSALS TO BE VOTED ON AT THE MEETING			59
Proposal 1: Election of Directors			59
Proposal 2: Ratification of Independent Registered Public Accounting Firm			59
Proposal 3: Advisory Approval of Our Named Executive Officer Compensation			60
Proposal 4: Advisory Vote on Frequency of Advisory Vote to Approve Our Named Executive Officer Compensation			61
Proposal 5 : Approval of t he Share I ncrease Proposal			61
Proposal 6 : Approval of the Adjourn ment Proposal			67
PROPOSALS OF STOCKHOLDERS FOR 202 5 ANNUAL MEETING			69
OTHER MATTERS			70
APPENDIX A: ADJUSTED EBITDA INFORMATION AND RECONCILIATION; FORWARD-LOOKING STATEMENTS			71
APPENDIX B: AMENDED AND RESTATED GROUPON, INC. 2011 INCENTIVE PLAN			73

Groupon Proxy Statement and Notice of 2024 Annual Meeting

CORPORATE GOVERNANCE AT GROUPON

Human Capital Strategy

At Groupon, Inc. (the “Company,"” “Groupon,” “we,” “our,” or “us”) we believe attracting and securing top-notch talent from around the world is the cornerstone of our future. Our senior leadership, guided by our Board of Directors (the “Board”), oversees this mission by crafting and implementing our human capital strategy. This involves recruiting, developing and retaining the best minds to fuel our operations and drive our strategic goals and shaping competitive compensation and benefits packages.

We’re cultivating a thriving performance-driven culture and a team committed to our transformation. In line with this we re-vamped our values in 2023 to ensure that they support the culture and behaviors we need to succeed. Our new values are:

•Ownership and accountability

•High performing

•Transparent

•Innovative

•Customer focused

•Respect, integrity and inclusion

Together they form the foundations of a culture that embraces speed and agility, relies on data-driven decisions based on measurable results and fosters a culture of ownership and accountability. We believe this fosters a resilient workforce equipped to weather challenges and capitalize on opportunities. Our focus on performance isn’t only about numbers; it’s about attracting and retaining top talent who thrive in a fast-paced, results-oriented environment. Ultimately, we see this cultural shift as the engine that propels us towards our ambitious vision of becoming the go-to platform for experiences.

Election of Directors

As stockholders, you have the right to elect our Board. The Board is nominating five nominees for election. Information to inform your vote is set forth below:

•Groupon Corporate Governance Principles & Highlights

•Board of Director Biographies

•How the Board is Selected and Evaluated

•How the Board is Organized and Governs

•How to Communicate with the Board

•Director Compensation

Groupon Corporate Governance Principles & Highlights

We believe our corporate governance practices promote the long-term interests of our stockholders, as well as maintain internal checks and balances, strengthen management accountability, engender public trust and foster responsible decision making and accountability.

We regularly evaluate our corporate governance practices and policies in order to maintain a strong governance framework designed to meet these goals. In addition, our Nominating and Corporate Governance Committee (“Nominating Committee”) periodically reviews evolving legal and regulatory developments and governance best practices to determine those that it believes will best serve the interests of our stockholders. More specifically, our Nominating Committee annually reviews our various corporate governance policies for compliance and to recommend any amendments to these policies in light of any such evolving legal and regulatory developments and governance best practices.

Highlights of our corporate governance framework include:

1 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Board of Directors

•Four of our five current directors are independent

•Directors have diverse experience, including e-commerce and technology, marketing and advertising, investment, finance and accounting, M&A, international and public company service

•Independent directors meet regularly without management present

•Audit, Compensation and Nominating Committees are comprised entirely of independent directors

•Director stock ownership and holding guidelines

•In October 2021, we amended our Corporate Governance Guidelines to implement a “Rooney Rule” policy with respect to new director searches

Stockholder Voting

•Annual director elections; no classified board

•Single class of voting common stock

•Directors may be removed with or without cause

•No super-majority requirements to approve mergers or other business combinations or charter amendments

•Annual Say-on-Pay vote (approximately 83% “FOR” in 2023)

Audit & Risk Oversight

•Three members of the Audit Committee are audit committee financial experts under SEC rules

2 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

BOARD OF DIRECTORS

Board of Directors Biographies

As previously disclosed, Eric Lefkofsky, co-founder of Groupon, who served as a director since 2008, informed the Company of his decision to resign as a member of the Board effective November 9, 2023. The Board would like to thank Mr. Lefkofsky for his dedicated service to Groupon. In connection with Mr. Lefkofsky's resignation, the Board announced it decreased the size of the Board of Directors to five directors. Thus, the Board is nominating five nominees for election. Information about the professional backgrounds, qualifications and other board memberships of our nominees is set forth below.


Theodore Leonsis Age 68 Chairman of the Board Independent Director Chair, Nominating Committee Member, Audit Committee			Experience •Groupon Director (2009-present); Chairman of the Board (2020-present); Lead Independent Director (2015-2019); Chairman of the Board (2013-2015); Office of the Chief Executive (2013); Vice Chairman (2011-2013) •Chairman and Chief Executive Officer of Monumental Sports & Entertainment, LLC, a sports and entertainment company that owns the NBA’s Washington Wizards, the NHL’s Washington Capitals, the WNBA’s Washington Mystics and the Capital One Arena in Washington, D.C. (2009-present) •Mr. Leonsis served as Vice Chairman Emeritus at AOL, LLC (2006-Present), and served in a number of executive positions including Vice Chairman and President, AOL Audience Business (1994-2006) •Co-founder and partner, Revolution Growth Fund II, Revolution Growth Fund III, and Revolution Growth Fund IV, private investment firms (2011-Present) •Director, American Express Co. (NYSE: AXP) (2010-Present) •Director of several private internet and technology companies and charitable organizations Skills & Qualifications •Technology / E-commerce •Marketing / Advertising •International •Audit / Finance Mr. Leonsis brings to the Board in-depth experience in digital businesses and innovative approaches, as well as expertise in identifying business opportunities and driving new strategies based on changing technologies, social media and the Internet.

3 | Groupon Proxy Statement and Notice of 2024 Annual Meeting


Dusan Senkypl Age 48 Director and Interim Chief Executive Officer			Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022); Interim Chief Executive Officer (“CEO”) (March 2023-present) •Partner of Pale Fire Capital SE (“PFC”), the Company’s largest stockholder, and a private equity investment group that invests in e-commerce companies both in Europe and worldwide, since January 2017, where he also served as a director from November 2019 to April 2021, and has served as chairman of the board of directors (April 2021-present) •Director at Aukro s.r.o., the largest Czech online marketplace (2019-present) •Director and chairman of the board of directors at Rouvy, SE, a global indoor cycling app competing with Zwift Inc. (2021-present) •Founder and chief executive officer of NetBrokers Holding (“NBH”), which became the largest insurance and finance marketplace in the Czech Republic and Slovakia (2014-2018) •Co-founder, chief executive officer and director, ePojisteni.cz, an insurance technology company (2009-2019) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Senkypl brings to the Board significant e-commerce leadership experience gained from leadership positions at several e-commerce, Internet and technology companies.

Jan Barta Age 38 Independent Director Member, Nominating Committee			Experience •Groupon Director (2022-present) (originally appointed pursuant to the terms of a Cooperation Agreement, dated as of June 13, 2022) •Partner of PFC (January 2017-present), where he also serves as Chairman of the Supervisory Board •Partner in Epojisteni.cz, an insurance technology company (2010-2018) •Partner in NBH, a financial technology company (2014-2018) Skills & Qualifications •Technology / E-commerce •International •Public Investment / Portfolio Management Mr. Barta brings to the Board significant knowledge of e-commerce and technology companies as a result of managing investments and advising on strategy for many technology companies.

4 | Groupon Proxy Statement and Notice of 2024 Annual Meeting


Robert Bass Age 74 Independent Director Chair, Audit Committee Member, Compensation Committee			Experience •Groupon Director and Audit Committee Member (2012-present), including serving as Audit Committee Chair (2013-Present) and a Compensation Committee member (2016-Present) •Deloitte, a global firm providing audit, consulting, tax and advisory services; Vice Chairman (2006-2012); Partner (1982-2012); specializing in e-commerce, mergers and acquisitions, SEC filings and related issues •Director and chairman of the audit committee of Redfin Corporation (NASDAQ: RDFN) (2016-Present) •Trustee and chairman of the audit committee and member of the nominating committee of Blackstone Secured Lending Fund •Director and chairman of the audit committee of Bowlero Corp. (NYSE: BOWL) (2021-Present) •Former Director and chairman of the risk and audit committee, Sims Metal Management (ASX: SGM.AX) (2013-2018) •Former director and chairman of the audit committee of NewPage Corporation (20123-2014) Other •Certified public accountant licensed in New York and Connecticut •Member of the American Institute of Certified Public Accountants and the Connecticut State Society of Certified Public Accountants Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Bass brings to the Board a wealth of experience and knowledge of public company financial reporting and accounting, including with respect to companies in the e-commerce sector, and his experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings.
Jason Harinstein Age 48 Independent Director Chair, Compensation Committee Member, Audit Committee			Experience •Groupon Director (July 2023-Present) •Chief Financial Officer of Collectors, Inc., a provider of grading, authentication, information and liquidity services to the collectibles industry (2021-Present) •Groupon SVP of Corporate Development and Strategy (2011-2017) •Chief Financial Officer of Flatiron Health, a healthcare technology company (2017 to 2021) •Director of Corporate Development at Google (2005-2011) Skills & Qualifications •Technology / E-commerce •International •Audit / Finance Mr. Harinstein brings to the Board a deep understanding of Groupon’s unique offering coupled with broad marketplace and corporate experience, which further strengthens the diverse set of skills and experiences represented on the Board.

5 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Director Nominee Qualifications and Experience

The chart below identifies certain skills and qualifications our director nominees bring to the Board, based on areas we believe are important to our success. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide effective oversight and strategic advice to our management. We believe the categories of skills and qualifications highlighted below are particularly relevant to the oversight of our global e-commerce business. We review the categories of skills and qualifications annually. The skills and qualifications of our individual directors are described in greater detail above.

Skills & Experience


Audit / Finance			nnn
Public Investment / Portfolio Management			nn
International			nnnnn
Marketing / Advertising			n
Technology / E-Commerce			nnnnn

Board Diversity Matrix

The tables below provides certain information with respect to the composition of the Board. Each of the categories listed in the table has the meaning ascribed to it in the NASDAQ Stock Market (“Nasdaq”) Listing Rule 5605(f).

Board Diversity Matrix (as of April 29, 2024)

Total Number of Directors:

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

6 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Board Diversity Matrix (as of May 1, 2023)

Total Number of Directors:

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

We are a company with a smaller board under Rule 5605(f)(2)(D) of the Nasdaq Listing Rules because we have five or fewer members on our Board. As a result, we must either (a) have at least one member of our Board who self-identifies as Diverse (as defined in Rule 5605(f)(2)); or (b) prior to December 31, 2024, explain the reasons why we do not have one Diverse director under Nasdaq Listing Rule 5605(f)(3).

Groupon acknowledges and supports the general principles behind the diversity objectives set forth in Rule 5605(f)(2) of the Nasdaq Listing Rules. However, the Board believes that the current composition of our Board is appropriate for the current scale of and goals for our business and operations. At last year’s annual meeting of stockholders, a diverse director did not stand for re-election, and we decreased the size of our Board. The Board, while recognizing the importance of diversity, has not found it appropriate to expand the size of our Board given our transformation. We intend to continually assess the status and anticipated needs of our business and may decide in the future, should future circumstances make it appropriate, to seek to meet the diversity objectives contemplated by Rule 5605(f)(2)(A) of the Nasdaq Listing Rules.

7 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

BOARD SELECTION AND EVALUATION

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors will be independent, based on the Nasdaq listing standards as well as the Board’s determination that the director does not have a relationship with Groupon management that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out director responsibilities.

Based on the review and recommendation by the Nominating Committee, the Board analyzed the independence of each current director and each director who served on the Board during 2023 and determined that Messrs. Barta, Bass, Lefkofsky, Leonsis, and Harinstein, and Mses. Vaid and Wahl meet the standards of independence under our Corporate Governance Guidelines and applicable Nasdaq listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. Our Board determined that Mr. Senkypl was not an independent director following his appointment as Interim CEO in March 2023.

In particular, in making its determinations with respect to director independence, the Board considered Mr. Lefkofsky’s status as a co-founder and significant stockholder of the Company, as well as his service to the Company in the Office of the Chief Executive from February 2013 to August 2013, and CEO from August 2013 to November 2015. Under applicable Nasdaq rules, Mr. Lefkofsky may be considered independent if the Board concludes that his relationship with the Company, including his former employment as an executive officer, would not interfere with his exercise of independent judgment in carrying out his responsibilities as director. After considering that Mr. Lefkofsky had not served as an executive officer or employee of the Company during the past seven years and the other factors set forth above, the Board concluded that Mr. Lefkofsky was an independent director in accordance with the applicable Nasdaq rules.

Procedures for Nominating Directors; Board Composition

The Nominating Committee reviews with the Board the appropriate set of characteristics, skills and experiences for the Board as a whole, with the objective of having a Board that can best help drive the success of our business and represent stockholder interests through the exercise of sound judgment using its diversity of experience. In evaluating its overall composition, our Board and Nominating Committee take into account many factors, including: general understanding of marketing, finance and other disciplines relevant to the Company’s industry or the success of a large publicly traded company in today’s business environment; operational and senior leadership experience; needs and strategy of the Company relative to the overall composition of our Board; understanding of our business and technology; independence; and diversity of background, skills and experience. The Nominating Committee regularly engages in ongoing Board composition planning to assure that our Board continues to maintain an appropriate mix of skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.

The Nominating Committee reviews the skills and qualifications of each candidate for nomination to the Board. The Nominating Committee considers candidates that are suggested by members of the Board, as well as management, our stockholders and any director search firm retained by the Board or the Nominating Committee. The Nominating Committee and Board will instruct any director search firm they engage to include no fewer than three qualified candidates. In evaluating a candidate, the Nominating Committee considers, among other things: compliance with our “Rooney Rule” policy; educational and professional background; personal accomplishments; potential conflicts of interest; whether he or she also brings specific skills or expertise in areas that the Board has identified as desired; and whether he or she possesses personal attributes and diverse experiences that will contribute to the effective functioning of the Board as a whole. In addition, characteristics expected of all directors include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board.

The Nominating Committee assesses the effectiveness of its efforts to maintain an effective Board through the Board self-evaluation process and in the course of its regular responsibilities, which include:

•reporting to our Board on the performance and effectiveness of the Board;

•presenting to our Board individuals recommended for election to the Board at the annual stockholders meeting; and

•obtaining or performing an assessment of the Nominating Committee’s own performance.

The Nominating Committee will consider stockholders’ recommendations for candidates for the Board using the same criteria described above. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the

8 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of Company stock should be sent to the attention of Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601. A stockholder who wishes to formally nominate a candidate must follow the procedures described in Section 2.4 of our Amended and Restated Bylaws and the newly enacted universal proxy rules contained in Rule 14a-19 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

9 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

HOW THE BOARD IS
ORGANIZED AND GOVERNS

Board and Executive Leadership

The Board does not have a policy as to whether the Chairman should be an independent director or a member of management. At this time, Mr. Leonsis, an independent director, serves as Chairman of the Board, a role he has held since June 2020.

Our Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of our Board. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to our CEO, while enabling the Chairman to facilitate our Board’s oversight of management, promote communication among management, our Board, and our independent directors, and support our Board’s consideration of key governance and risk oversight matters. The Board believes its programs for overseeing risk, as described below under “Risk Oversight,” would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.

Risk Oversight

Our Board, either directly or through its committees, exercises oversight of strategic risks to the Company, including operational, financial, compliance, legal, strategic, reputational, governance and succession planning. Key features of our risk oversight practices include:

•Management periodically reports on areas of potential risk to our Board or the relevant committee, which provides guidance, as appropriate, on risk tolerance, assessment and mitigation.

•The Audit Committee reviews and assesses the Company’s processes to manage business, financial and related reporting, and compliance risks. It also reviews the Company’s policies for risk assessment, risk management and assesses the steps management has taken to control significant risks.

•The Audit Committee oversees risks pertaining to cybersecurity. Protecting our systems, networks, data and confidential information is a priority at Groupon. We are committed to maintaining robust governance and oversight of these risks and implementing mechanisms, controls, technologies, and processes designed to help us identify, assess and manage these risks. As part of our cybersecurity program we employ security practices to protect and maintain the systems located at our hosting providers, invest in intrusion and anomaly detection tools and engage third-party security firms to test the security of our websites and systems. Specifically, we leverage industry best practices to identify and mitigate data security risks, including but not limited to, utilizing processes and tools to monitor and address email security, the security of our workstations and servers, cloud security, password management, secure file transfers, and ransomware protection. In addition, we utilize a firewall, a virtual private network, multi-factor authentication and single sign-on, and conduct regular phishing testing. We also regularly evaluate and assess our systems and the controls, processes and practices to protect those systems, including recently completing the migration of our public-facing websites and applications and our back-end business intelligence systems to the cloud. We also retain personnel that have in-depth experience in penetration testing and conduct penetration testing against our own systems. Further, we utilize third party partners to help us monitor issues that are internally discovered or externally reported that may affect our websites and mobile applications, and we have processes to assess the potential cybersecurity impact or risk of these issues. We maintain a cybersecurity risk management program that is overseen by our IT and Information Security teams. A member of our IT and Information Security teams regularly reports to the Audit Committee on the state of our cybersecurity program and provides updates on cybersecurity matters. In addition, we typically conduct an annual cybersecurity review with our Board.

•The Compensation Committee oversees risks relating to compensation programs and policies to ensure that our compensation programs do not encourage unnecessary risk-taking.

•The Nominating Committee oversees risks relating to our governance structure.

•In 2023, the Executive Committee provided oversight and guidance relating to our CEO transition, including our strategy development and execution. However, we dissolved the Executive Committee in the first fiscal quarter of 2024.

•Each committee charged with risk oversight reports to the Board on such matters.

10 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Corporate Governance Guidelines and Committee Charters

Our Corporate Governance Guidelines and the charters of the Audit Committee, the Compensation Committee and the Nominating Committee describe our governance framework. The Corporate Governance Guidelines and committee charters are intended to ensure our Board has the necessary authority and practices in place to review and evaluate our business operations and to make decisions that are independent of management. Our Corporate Governance Guidelines also are intended to align the interests of directors and management with those of our stockholders, and comply with or exceed the requirements of Nasdaq and applicable law. They establish the practices our Board follows with respect to such issues as:

•Board composition and member selection;

•Board meetings and involvement of senior management;

•CEO performance evaluation;

•management succession planning;

•Board committees; and

•director compensation.

Pursuant to the Corporate Governance Guidelines, the Board conducts self-evaluations to assess its adherence to the Corporate Governance Guidelines and committee charters and to identify opportunities to improve Board performance. The Board regularly reviews our Corporate Governance Guidelines and committee charters and updates them as necessary to reflect changes in regulatory requirements and evolving oversight practices.

Meetings and Meeting Attendance

Our Board holds regularly scheduled quarterly meetings and also holds special meetings or acts by unanimous written consent as necessary. Our Board met eight times during 2023.

All of our directors who served as a director for the entirety of 2023 attended 75% or more of the aggregate of all Board meetings and meetings of the committees on which they served during the last fiscal year. We do not maintain a formal policy regarding director attendance at annual stockholder meetings. None of our directors attended the 2023 annual meeting of stockholders.

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. The Board also established an Executive Committee in March 2020, but this committee was dissolved as of the first fiscal quarter of 2024. Each committee is comprised entirely of independent directors, and each of the Audit Committee, Compensation Committee and Nominating Committee operates pursuant to a written charter. The table below provides the membership for each of the Board committees during 2023.

Director

Audit(1)

Compensation(2)

Nominating(3)

Executive(4)

Robert Bass

Chair

Jan Barta

Jason Harinstein(5)

Chair

Ted Leonsis

Chair

Dusan Senkypl

(1) Deborah Wahl resigned from the Board in March 2023, and she was replaced by Helen Vaid on the Audit Committee. Helen Vaid did not stand for re-election at the 2023 annual meeting of stockholders and her service on the Board terminated on June 14, 2023.

(2) Helen Vaid was Chair of the Compensation Committee until June 14, 2023. Eric Lefkofsky resigned from the Board on November 9, 2023, and he was replaced by Mr. Harinstein on the Compensation Committee, with Mr. Harinstein becoming chair of the Compensation Committee effective as of November 9, 2023.

(3) Upon Deborah Wahl’s resignation, Jan Barta replaced her on the Nominating Committee. Following Mr. Senkypl’s appointment to Interim CEO in March 2023, Mr. Senkypl stepped down from the Nominating Committee.

(4) Mr. Lefkofsky resigned from the Board on November 9, 2023.

(5) Mr. Harinstein was appointed to the Board on July 2, 2023.

11 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Below is a description of each standing committee. Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.

Audit Committee

The Audit Committee assists our Board in overseeing the quality and integrity of our accounting, auditing and reporting practices. The Committee’s role includes:

•overseeing the work of our accounting function and internal controls over financial reporting;

•overseeing internal audit processes;

•an annual engagement with a corporate governance consultant or outside legal counsel regarding trends and developments in the law and/or corporate best practices relating to corporate governance and audit committee responsibilities;

•inquiring about significant risks, reviewing our policies for risk assessment and risk management, including cybersecurity risks, and assessing the steps management has taken to control these risks; and

•reviewing compliance with significant applicable legal and regulatory requirements.

The Audit Committee is responsible for the appointment, compensation, retention, review and oversight of the independent registered public accounting firm engaged to issue audit reports on our consolidated financial statements and internal control over financial reporting. The Committee relies on the expertise and knowledge of management and the independent registered public accounting firm in carrying out its oversight responsibilities. The Audit Committee Charter describes the Committee’s specific responsibilities. The Board has determined that each Audit Committee member (including any director who served as a member during any portion of 2023) has sufficient knowledge in financial and auditing matters to serve on the Committee and that each of Robert Bass, Jason Harinstein, and Ted Leonsis is an “audit committee financial expert” as defined by SEC rules.

The Audit Committee met seven times in 2023.

Compensation Committee

The primary responsibilities of the Compensation Committee are to:

•assist our Board in establishing the annual goals and objectives relevant to the compensation of the CEO;

•evaluate and approve the compensation of the CEO;

•oversee compensation of directors;

•evaluate and approve the compensation of the Company’s other executive officers;

•oversee and advise our Board on the adoption of policies that govern executive officer compensation programs and other compensation-related polices, including the Clawback Policy described below;

•oversee plans for executive officer development and succession;

•oversee administration of our equity and incentive plans, policies, practices, and programs; and

•authorize grants of equity compensation awards under our stock plan.

As permitted by law and pursuant to the terms of the 2011 Incentive Plan, the Compensation Committee may delegate to certain persons, including the CEO, the authority to make equity compensation grants to employees who are not executive officers.

Our CEO and senior members of our Human Resources department are responsible for providing recommendations to the Compensation Committee regarding our executive compensation program. None of our executives participates in Compensation Committee deliberations relating to his or her own compensation. To evaluate each senior officer’s overall compensation, the Compensation Committee reviews total direct and indirect compensation details prepared by management and other information deemed appropriate and advisable by the Compensation Committee.

The Compensation Committee Charter describes the specific responsibilities and functions of the Compensation Committee. See “Compensation Discussion & Analysis” for more information about the Committee’s role and responsibilities.

The Compensation Committee met five times in 2023.

12 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

Nominating Committee

The principal responsibilities of the Nominating Committee are to:

•determine and recommend director nominees for election to our Board;

•identify and recommend candidates to fill director vacancies occurring between annual stockholder meetings;

•review the composition of Board committees;

•annually evaluate the performance and effectiveness of the Board; and

•monitor adherence to, review, and recommend changes to our Corporate Governance Guidelines and other related corporate governance policies.

The Nominating Committee Charter describes the specific responsibilities and functions of the Committee.

The Nominating Committee met four times in 2023.

13 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

HOW TO COMMUNICATE
WITH THE BOARD

Stockholder Engagement

We recognize the value of stockholder feedback, and our relationship with our stockholders is an integral part of our corporate governance practices. We maintain active, year-round engagement and meet regularly with our stockholders to engage on issues that are important to our stockholders and to understand their perspectives on a variety of matters, including executive compensation, corporate governance matters, corporate strategy and financial performance.

In general, as part of our corporate governance engagement strategy we have also implemented a more targeted engagement program to better understand stockholder views on our executive compensation program, environmental, social and governance (“ESG”) matters and corporate governance policies and practices ahead of our Annual Meeting. However, in 2023, our engagement with stockholders was focused on our management transitions. Going forward, we intend to continue the dialogue with our stockholders on the matters described above and provide updates on future developments in these areas. Based in part on stockholder feedback, we have continued to revise our disclosure over the past several years in order to improve its effectiveness, including increasing proxy statement disclosures regarding our director skills and qualifications, Board risk management (including relating to cybersecurity) and executive compensation program, enhancing the design of our proxy statement and updating our corporate website disclosures.

In addition to the engagement described above, we also communicate with our stockholders through a number of routine forums, including quarterly earnings calls, SEC filings, our annual report and proxy statement, our annual meeting of stockholders, investor meetings and conferences and our Investor Relations website. As appropriate, we relay stockholder feedback and trends on corporate governance developments to our Board and its committees and work with them to both enhance our governance practices and strengthen our disclosures.

We expect to continue our stockholder engagement program in 2024 to further enhance and deepen our relationship with our stockholders.

Investor Relations Website

If you would like additional information about our corporate governance practices, you may view the following documents on our website at investor.groupon.com:

•Audit Committee Charter

•Compensation Committee Charter

•Nominating Committee Charter

•Corporate Governance Guidelines

•Code of Conduct

•Disclosure Controls & Procedures

We will provide any of the foregoing information without charge upon written request to the Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601. In addition, stockholders and other interested parties may communicate with any of our directors, including our independent directors or all the directors as a group, by writing to the Corporate Secretary c/o Legal Department, Groupon, Inc., 35 W. Wacker, Floor 25, Chicago, Illinois 60601, and we will forward relevant communications to the appropriate directors depending on the facts and circumstances outlined in the communication. The information on our website is not part of this Proxy Statement and is not deemed to be incorporated by reference herein.

14 | Groupon Proxy Statement and Notice of 2024 Annual Meeting

DIRECTOR COMPENSATION

We offer an annual cash and equity compensation program for our non-employee directors under our Non-Employee Directors’ Compensation Plan (a sub-plan of the 2011 Incentive Plan) (the “Director Compensation Plan”).

Components of Director Compensation

The following table provides a summary of the components of the Director Compensation Plan in effect for fiscal year 2023:


Position	Cash Retainer ($)	RSU Award ($)	Total ($)
Board Member	75,000	175,000	250,000
Non-Executive Board Chair	16,667	33,333	50,000
Audit Chair	13,333	26,667	40,000
Audit Member (non-chair)	10,000	—	10,000
Compensation Chair	6,667	13,333	20,000
Compensation Member (non-chair)	5,000	—	5,000
Nominating & Governance Chair	5,000	10,000	15,000
Nominating & Governance Member (non-chair)	5,000	—	5,000

Cash retainers are paid quarterly, and under the Director Compensation Plan, each non-employee director can elect to defer 100% of the annual cash retainer and 100% of the additional annual committee chair or member cash retainer into an award of deferred stock units. The number of deferred stock units to be awarded is determined by dividing the amount of the cash retainer to be exchanged by the fair market value of a share of common stock as of the date on which the cash retainer would otherwise have been paid. Deferred stock units are fully vested upon issuance and will be distributed following a non-employee director’s separation from service. Distributions are made in a single distribution in the form of shares.

Each non-employee director receives an annual grant of restricted stock units (“RSUs”) on the date of our annual meeting of stockholders, which vests 100% on the first anniversary of the annual meeting of the stockholders as long as the non-employee director remains on the Board on the vesting date (or earlier in the event of the non-employee director’s separation due to death, disability or retirement or in the event of a change in control). The number of RSUs granted is determined by dividing the dollar amount of the grant by the fair market value of a share of our common stock on the date of grant. A non-employee director may elect to defer receipt of vested RSUs until his or her separation from service.

In the event a newly-elected or appointed non-employee director becomes an eligible participant under the Director Compensation Plan following the date of the annual meeting of stockholders but during the same calendar year as the annual meeting of stockholders, the Board may, in its sole discretion, grant such non-employee director a pro-rated RSU award with respect to his or her service during the remainder of the year. The Company also pays or reimburses non-employee directors for reasonable travel, lodging and related expenses in connection with their attendance at Board, Committee or Company business meetings.

2023 Director Compensation

The following table sets forth the actual compensation paid to non-employee directors under the Director Compensation Plan for the fiscal yea

SEC Form DEF 14A filed by Groupon Inc.