GRPN DEF 14A Report ended April 28, 2020

---

---

---

---

1.	To elect nine directors from the nominees named in this proxy statement.

2.

To approve amendments to our Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect, at the discretion of our Board of Directors (the "Board") on or prior to June 9, 2021, (i) a reverse stock split of our common stock at one of the following stock split ratios: 1-for-15, 1-for-18 or 1-for-20, with the ultimate ratio to be determined by the Board in its sole discretion (the "Reverse Stock Split") and (ii) a reduction of the number of authorized shares of our common stock in a corresponding proportion, subject to rounding up to the next whole number of shares (collectively, the "Reverse Stock Split Proposal").

3.	To ratify the selection of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for fiscal year 2020.

4.	To conduct an advisory vote to approve our named executive officer compensation, as described in this proxy statement.

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

---

---

---

(1)	As of December 31, 2019.

---

•	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

•	Board Compensation

•	All current members of the Board of 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

•	44% of Board of Directors comprised of women

•	Independent directors meet regularly without management present

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

•	Director stock ownership and holding guidelines

•	Annual director elections; no classified board

•	Single class of voting common stock

•	Directors may be removed with or without cause

•	No supermajority requirements to approve mergers or other business combinations or charter amendments

•	Annual Say on Pay vote (99% of votes cast "FOR" in 2019)

---

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

•	Enterprise Risk Management program

---

---

---

---

---

---

---

---

---

•	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 Committee’s own performance.

---

•	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. 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. As part of our cybersecurity program we employ security practices to protect and maintain the systems located at our data centers and hosting providers, invest in intrusion, anomaly, and vulnerability detection tools and engage third-party security firms to test the security of our websites and systems. In addition, we regularly evaluate and assess our systems and the controls, processes and practices to protect those systems and also conduct penetration testing against our own systems. Our Vice President, Information Security, who reports directly to our Chief Technology Officer and leads the team responsible for our cybersecurity program, strategy, policies and practices, regularly reports to the Audit Committee on the state of our cybersecurity

---

•	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.

•	The Executive Committee oversees risks relating to our actions in response to the impact of the COVID-19 global pandemic.

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

•	Board composition and member selection;

•	Board meetings and involvement of senior management;

•	CEO performance evaluation;

•	management succession planning;

•	Board committees; and

•	director compensation.

---

(1)	Following the Annual Meeting and subject in each case to their election, Ms. Mosley will replace Ms. Ziegler as a member of the Nominating Committee, and Ms. Vaid will serve as a member of the Compensation Committee.

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

•	overseeing internal audit processes;

•	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.

•	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;

•	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.

---

•	determine and recommend the slate of 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.

---

•	Audit Committee Charter

•	Compensation Committee Charter

•	Nominating Committee Charter

•	Corporate Governance Guidelines

•	Code of Conduct

---

---

---

(1)	This column represents the amount of cash compensation earned in 2019 for Board and committee service. The following non-employee directors deferred cash compensation earned in 2019 into deferred stock units under the Director Compensation Plan and as shown in the table below.

(2)

On June 13, 2019, we granted each of our non-employee directors 47,683 RSUs, the Nominating Committee Chairman an additional 2,725 RSUs, the Compensation Committee Chairman an additional 3,633 RSUs, and our Audit Committee Chairman an additional 5,450 RSUs pursuant to the Director Compensation Plan. 100% of the RSUs will vest on the first anniversary of the grant date. As of December 31, 2019, each non-employee director had the following aggregate number of stock awards outstanding.

(3)	Reflects the aggregate grant date fair value of RSUs granted in 2019, computed in accordance with FASB ASC Topic 718. For additional information, see Note 13 to Groupon’s audited consolidated financial statements for the year ended December 31, 2019 included in Groupon’s Annual Report on Form 10-K.

(4)	Reflects the amount the Company paid for the cost of security services for Mr. Lefkofsky in his capacity as Chairman of our Board.

(5)	Joseph Levin’s service to the Board terminated on July 31, 2019. In connection with his termination of service, Mr. Levin was paid out 46,683 deferred stock units and vesting was accelerated on 11,920 of his 2019 RSUs (which represented a prorated portion of his total RSUs based on service in 2019).

(6)	Ann Ziegler elected to defer settlement of this RSU grant until her departure from the Board.

---

---

•	Rich Williams, our former Chief Executive Officer (our “CEO”);

•	Melissa Thomas, our Chief Financial Officer and Treasurer;

•	Dane Drobny, our Chief Administrative Officer, General Counsel and Corporate Secretary;

•	Steve Krenzer, our former Chief Operating Officer; and

•	Mike Randolfi, our former Chief Financial Officer.

---

(1)	Adjusted EBITDA is a non-GAAP financial measure. Please see "Appendix A - Adjusted EBITDA Information and Reconciliation" for more information.

(1 )	The amount disclosed in this column represents Ms. Thomas' monthly stipend for serving as Interim Chief Financial Officer and a retention bonus that was paid to Ms. Thomas in March 2019.

(2)	The amounts disclosed in this column represent the payments earned based on the 2018 Annual Bonus Plan and paid in 2019.

(3)	See the corresponding column in the Option Exercises and Stock Vested in 2019 Table under " Named Executive Officer Compensation " for additional information.

(4)	See the corresponding column in the 2019 Summary Compensation Table under " Named Executive Officer Compensation " for additional information.

---

---

•	Re-balancing of Target Total Cash Compensation – Revised the mix of fixed and variable cash compensation by increasing annual base salaries and decreasing annual performance-based bonus targets by a corresponding amount, while keeping the target total cash compensation of each Named Executive Officers at its 2018 level; and

•

Grant of Special Performance Share Unit Awards – Granted special PSU awards, with the vesting of such awards tied to the achievement of an average closing price per share of our common stock of $6.00 or more for any 30 consecutive trading day period during the four-year performance period commencing January 1, 2019, and ending December 31, 2022. This stock price hurdle represents an increase of 52% over the stock price on the date of grant (and an increase of 488% over the closing stock price on April 22, 2020) and would represent an aggregate market capitalization for the Company of $3.4 billion.

•	Annual Performance-Based Bonuses – Approved the payment of annual bonuses under the 2019 Annual Bonus Plan of 28.8% of their annual performance-based bonus targets with such bonus payments based on our actual adjusted EBITDA performance for the year. This includes an annual bonus for our CEO in the amount of $194,302, equal to 28.8% of his annual performance-based bonus target.

•

Grant of Annual Equity Awards – Granted long-term incentive compensation opportunities in the form of PSU awards that may be settled for shares of our common stock subject to the attainment of pre-established financial and operational/strategic performance objectives for 2019 and time-based RSU awards that may be settled for shares of our common stock over a multi-year vesting schedule, in amounts ranging from aggregate target values of approximately $568,000 to approximately $3.52 million, including a PSU award and an RSU award for our CEO with an aggregate target value of approximately $10.2 million.

•	Payout of Annual Equity Awards – Certified the actual attainment levels of the financial and operational/strategic performance objectives for the annual PSU awards resulting in a total performance payout percentage of 95.9% (based on achievement of long-term strategic goals) with the earned shares of our common stock to vest and settle as follows:

–	With respect to the new PSU awards granted in 2019, the earned shares are to vest in equal annual installments over a five-year period from the date of grant (in the case of our CEO) and a four-year period from the date of grant (for our other Named Executive Officers), subject to each Named Executive Officer's continued employment with us on each vesting date; and

–	With respect to the PSU awards that were committed in prior years and granted in 2019, the earned shares vested in full upon certification of the actual attainment levels for the financial and operational/strategic performance objectives for the awards by the Compensation Committee in February 2020.

•

Appointment of Interim Chief Financial Officer – In connection with her appointment as our Interim Chief Financial Officer effective August 23, 2019, the Compensation Committee approved the payment of a monthly cash stipend of $15,000 (in addition to her current base salary) to Ms. Thomas to be paid in each month in which she served (for the full or partial month) as our Interim Chief Financial Officer and granted her an RSU award that may be settled for 389,105 shares of our common stock. This award is to vest in four equal annual installments beginning on August 23, 2020, subject to Ms. Thomas' continued employment with us on each vesting date. In addition, the Compensation Committee amended Ms. Thomas' severance benefit agreement as described in " Other Compensation – Post-Employment Compensation " below. These compensation actions were approved by the Compensation Committee after evaluating Ms. Thomas’ performance, experience, and skills and reviewing a report on the competitive market for similar positions at comparable companies based on compensation data analyzed by its compensation consultant.

---

•	First, we provide the opportunity to participate in our annual performance bonus plan which provides cash payments if our Named Executive Officers produce annual financial results that align with the goals set forth in our annual operating plan.

•	In addition, we grant PSU awards, which comprise a majority of the Named Executive Officers' long-term incentive compensation opportunities, that reward them for achieving financial, operational, and/or strategic objectives that are designed to drive sustained stock price growth.

---

•	Maintain an independent Compensation Committee

•	Retain an independent compensation consultant, which reports directly to the Compensation Committee and provides no other material services to us

•	Conduct an annual executive compensation review and compare our program against the competitive market and best practices

•	Establish measurable performance objectives under our annual performance bonus plan and our PSU program

•	Establish maximum award levels under our annual performance bonus plan and our PSU awards

•	Vest annual equity awards over multi-year periods, consistent with current market practice and our retention objectives

•	Conduct an annual stockholder advisory (non-binding) vote on Named Executive Officer compensation

•	Regularly engage with our stockholders to get their perspectives on executive compensation and corporate governance matters

•	Conduct an annual risk assessment of our compensation programs

•	Maintain significant stock ownership and stock holding requirements for our executive officers

•	Require our executive officers to pre-clear all stock trades (other than pursuant to an approved Exchange Act Rule 10b5-1 trading plan) even during an open window period

•	Review the risks associated with key executive officer positions to ensure adequate succession plans are in place

•	Offer pension arrangements, supplemental retirement plans or nonqualified deferred compensation arrangements to our executive officers

•	Offer enhanced health and welfare benefits programs to our executive officers that are above and beyond those offered to our regular employees

•	Provide excessive perquisites or other personal benefits to our executive officers

•	Provide any tax reimbursement payments (including "gross-ups") on any severance or change-in-control payments or benefits

•	Permit our employees (including our officers) and directors to hedge our equity securities

•	Permit our employees (including our officers) and directors to pledge our equity securities, subject to limited exceptions

•	Pay dividends or dividend equivalents on unvested or unearned equity awards

•	Permit the repricing of stock options without stockholder approval

---

•	Recruit and retain talented and experienced individuals who are able to develop, implement, and deliver on long-term value creation strategies;

•	Ensure that our compensation is reasonable and competitive with the pay packages made available to executives at companies with which we compete for executive talent;

•	Provide a substantial portion of each executive officer's compensation in elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

•	Ensure that our compensation structure does not encourage unnecessary and excessive risk-taking.

---

•	our executive compensation program objectives;

•	our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors;

•	an individual Named Executive Officer's knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group;

•	the scope of a Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group;

•	the performance of an individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•	the potential of an individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives;

•	the proposed compensation packages of our other Named Executive Officers (internal pay equity);

•	the compensation practices of our compensation peer group; and

•	the recommendations of our CEO with respect to the compensation of our other Named Executive Officers.

---

---

---

(1)	Base salaries effective as of December 31, 2018.

(2)	Base salaries effective as of April 1, 2019

---

(1)	Effective as of April 1, 2019.

(2)	Based on salaries and target bonuses effective as of April 1, 2019.

(1)	The maximum available payout under the ABP was 150% for all Named Executive Officers.

---

(1)	The target bonuses listed in this column reflect the proportional amounts for the two target bonus rates that were in effect during 2019.

(2)	Mr. Randolfi was not eligible to receive an annual performance bonus for 2019 based on the date of his resignation as our Chief Financial Officer.

---

•

As it had in past years, granted our Named Executive Officers new equity awards in the form of PSU awards and RSU awards. With respect to our CEO, 50% of this new equity award was granted in the form of a PSU award and 50% in the form of an RSU award. With respect to our other Named Executive Officers, 40% of their new equity award was granted in the form of a PSU award and 60% in the form of an RSU award. The portion of this new equity award that was granted as a PSU award is referred to as the "New PSU Awards."

•

Granted certain Named Executive Officers previously committed PSU awards that had been authorized in 2016 and 2017. Prior to 2018, our PSU awards were allocated such that we granted a portion of the award in the year it was authorized and committed to the award recipients, including our Named Executive Officers, to grant the remaining portion of the award over subsequent years. As a result, in 2019, a portion of the Annual PSU Awards granted by the Compensation Committee represented commitments that were made in 2016 and 2017. We no longer commit to grant PSU awards in future years, and there are no additional previously committed PSU awards that will be granted in future years. Collectively, the New PSU Awards and the previously committed PSU awards are referred to as the "Annual PSU Awards."

•

Granted the Named Executive Officers special one-time PSU awards to focus them, in connection with achieving our 2019 business objectives, on the importance of making decisions that would enhance the market price of our common stock and drive the creation of sustainable stockholder value. As described in " Executive Summary – 2019 Executive Compensation Highlight s," the Compensation Committee viewed this special one-time award as furthering our retention objectives given that the unrealized value of their current outstanding and unvested RSU awards and PSU awards declined significantly by the end of 2019.

(1)	Includes Ms. Thomas’s annual RSU grant of 75,920 RSUs plus her promotional grant of 389,105 RSUs (as described below in " Additional Equity Award for Ms. Thomas ").

(1)	Linear interpolation is to be used to determine the number of PSUs earned with respect to a performance measure for performance between "threshold" and "target" or between "target" and "maximum," as applicable.

(2)	Actual achievement is provided on a constant currency (fx neutral) basis.

---

---

(1)	These PSUs vested on December 31, 2019 and delivered upon certification of the attainment of the performance metrics by the Compensation Committee.

(2)

211,802 PSUs vested on December 31, 2019 and delivered upon certification of the attainment of the performance metrics by the Compensation Committee. The remaining PSUs earned will vest in four equal annual installments on each of January 2, 2021, January 2, 2022, January 2, 2023, and January 2, 2024, in each case subject to Mr. Williams’ continuous employment with us as of the applicable vesting date.

(3)

12,134 PSUs vested on December 31, 2019 and delivered upon certification of the attainment of the performance metrics by the Compensation Committee. The remaining PSUs earned will vest in three substantially equal annual installments on each of January 2, 2021, January 2, 2022, and January 2, 2023, in each case subject to Ms. Thomas’ continuous employment with us as of the applicable vesting date.

(4)	47,066 PSUs vested on December 31, 2019 and delivered upon certification of the attainment of the performance metrics by the Compensation Committee. The remaining PSUs earned will vest in three equal annual installments on each of January 2, 2021, January 2, 2022, and January 2, 2023, in each case subject to Mr. Drobny's continuous employment with us as of the applicable vesting date.

(5)	66,188 PSUs vested on December 31, 2019 and delivered upon certification of the attainment of the performance metrics by the Compensation Committee. The remaining PSUs earned will vest in three equal annual installments on each of January 2, 2021, January 2, 2022, and January 2, 2023, in each case subject to Mr. Krenzer's continuous employment with us as of the applicable vesting date.

(6)	Mr. Randolfi was not eligible to earn any of the PSUs subject to his PSU awards based on his resignation, which was effective on August 23, 2019.

---

•

Upon a termination of employment without cause or for good reason that is not in connection with a change in control of the Company, she will receive an amount equal to 12 months of base salary, her monthly stipend (if still in effect upon the termination date) and benefits; the accelerated vesting of outstanding time-based and unvested equity awards (which includes any PSUs that are subject only to continued service) that are scheduled to vest over the 12 month period following the termination date; and vesting of the first tranche of her performance-based equity awards (other than the special stock price PSUs) for the annual performance period in which the date of termination occurs, with the amount of such performance-based equity awards, if any, based on actual performance for the full performance period; and

•

In the event that her employment is terminated without cause or for good reason in connection with a change in control of the Company, she will receive an amount equal to 12 months of base salary, her monthly stipend (if still in effect upon the termination date), and benefits; a pro-rated portion of her target cash bonus; and the accelerated vesting of all of her outstanding and unvested equity awards (other than the special stock price PSUs), with any

---

---

•	a commission-based incentive program for sales employees that only results in payout based on measurable financial or business critical metrics;

•	annual bonuses that are funded based on Company performance and are subject to downward adjustment based on individual performance;

•	ownership of a large percentage of our shares and equity-based awards, including performance-based restricted stock unit awards, by senior management; and

•	our practice of granting long-term equity awards upon hire to our executives in order to directly tie the executive’s expectation of compensation to his or her contributions to the long-term value of the Company.

---

---

(1)

Amounts disclosed in this column relate to grants of RSUs and PSUs made under our 2011 Incentive Plan. With respect to each RSU and PSU grant, the amounts disclosed generally reflect the grant date fair value computed in accordance with FASB ASC Topic 718, and does not reflect amounts actually paid to, or realized by, the Named Executive Officers in 2019, 2018 or 2017. Of the total amounts disclosed in this column for each Named Executive Officer, the following amounts represent the grant date value of the special stock price PSUs, which will not vest unless our stock price increases to $6.00 per share, which represents a 52% increase over the grant date stock price of $3.96 per share and a 488% increase over the closing stock price on April 22, 2020 of $1.02 per share: Mr. Williams - $9,090,000; Ms. Thomas - $1,474,725; Mr. Drobny - $2,020,001; Mr. Krenzer - $4,039,999; and Mr. Randolfi - $3,030,000 . No special stock price PSUs vested or were paid to Messrs. Krenzer, Randolfi or Williams prior to, or in connection with, his respective departure. With the exception of the special stock price PSUs (which are designed with only one payout level), the other PSUs reported in this column could result in payout levels ranging from 0% to 200% of target, and the grant date fair values of such awards are reported in this table assuming achievement of the target level of the performance conditions as follows: Mr. Williams - $5,828,035; Ms. Thomas - $268,143; Mr. Drobny - $1,160,696; Mr. Krenzer - $1,880,873; and Mr. Randolfi - $1,544,467. Assuming achievement of the highest level of the performance conditions, the aggregate grant date fair value of such PSUs (excluding the special stock price PSUs, as noted above) would be as follows: Mr. Williams - $11,656,070; Ms. Thomas - $536,287; Mr. Drobny - $2,321,392; Mr. Krenzer - $3,761,747; and Mr. Randolfi - $3,088,935. For additional information, see Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. For further information on the RSU and PSU grants made in 2019, see the “ Grants of Plan-Based Awards in 2019 ” table below.

(2)	Amounts disclosed in this column for 2019 reflect cash amounts paid under our annual performance bonus program. For further information, see the section entitled "Compensation Discussion & Analysis— Annual Performance Bonus Program " above.

(3)	Amounts disclosed in this column for 2019 include matching contributions under the Groupon, Inc. 401(k) Savings Plan (for 2019, $8,400 for all of our Named Executive Officers other than Mr. Krenzer), personal security costs and a tax gross up related thereto for Mr. Williams, and amounts paid by the Company for parking expenses.

(4)	The amount disclosed in this column represents Ms. Thomas' monthly stipend for serving as the Interim Chief Financial Officer ($75,000) and a retention bonus that was paid to Ms. Thomas in March 2019 ($75,000).

---

---

(1)	Reflects the potential number of PSUs which may be earned for performance at the threshold, target and maximum levels, respectively. These awards vested to the extent that the Company achieved certain performance measures. See, " Compensation Discussion and Analysis — Equity-Based Awards " for more information on the terms of the PSUs.

(2)	Reflects grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, see Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(1)	These RSUs were granted to Ms. Thomas upon her appointment to the role of Interim Chief Financial Officer.

(1)	Reflects the market value of outstanding RSUs and PSUs, based on the price per share of common stock of $2.39, the closing market price on December 31, 2019. These amounts do not correspond to the actual value that may be realized by the Named Executive Officers.

(2)	RSUs vested on March 15, 2020.

(3)	RSUs vest according to the following schedule: 370,939 will vest on October 31, 2020, 280,939 will vest on October 31, 2021, and 190,940 will vest on October 31, 2022, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

(4)	PSUs vest in four substantially equal annual installments beginning on January 2, 2020, in each case subject to Mr. Williams' employment as of the applicable vesting date.

(5)	RSUs vest according to the following schedule: annually in equal installments beginning on October 31, 2020 and ending on October 31, 2023, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

(6)	PSUs earned will vest according to the following schedule: annually in substantially equal installments beginning on January 2, 2021 and ending on January 2, 2024, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

(7)	RSUs vest according to the following schedule: annually in substantially equal installments beginning on June 5, 2020 and ending on June 5, 2024, in each case subject to Mr. Williams' continued employment with the Company through the applicable vesting date.

---

(8)

PSUs vest upon the Company's achievement of an average closing price per share of $6.00 or more for any period of 30 consecutive trading days prior to December 31, 2022, subject to Mr. Williams' continued employment with the Company through such vesting date. Note that, even though a value is reported in this table based on the December 31, 2019 stock price, no amount would have been payable in respect of the award on such date, as the applicable stock price goal had not been achieved.

(9)	9,975 RSUs vested on February 22, 2020 and 9,975 RSUs will vest on May 22, 2020, subject to Ms. Thomas' continued employment with the Company through such vesting date.

(10)	2,526 PSUs vested on January 2, 2020 and 1,263 PSUs will vest on January 2, 2021, subject to Ms. Thomas' employment with the Company through such vesting date.

(11)	6,701 RSUs vested on March 5, 2020 and the remaining 13,402 will vest quarterly in four substantially equal installments beginning on June 5, 2020, in each case subject to Ms. Thomas' continued employment with the Company through the applicable vesting date.

(12)	PSUs earned will vest according to the following schedule: annually in substantially equal installments beginning on January 2, 2021 and ending on January 2, 2023, in each case subject to Ms. Thomas' continued employment with the Company through the applicable vesting date.

(13)	RSUs vest according to the following schedule: annually in equal installments beginning on June 5, 2020 and ending on June 5, 2023, in each case subject to Ms. Thomas' continued employment with the Company through the applicable vesting date.

(14)

PSUs vest upon the Company's achievement of an average closing price per share of $6.00 or more for any period of 30 consecutive trading days prior to December 31, 2022, subject to Ms. Thomas' continued employment with the Company through such vesting date. Note that, even though a value is reported in this table based on the December 31, 2019 stock price, no amount would have been payable in respect of the award on such date, as the applicable stock price goal had not been achieved.

(15)	RSUs vest according to the following schedule: annually in substantially equal installments beginning on August 23, 2020 and ending on August 23, 2023, in each case subject to Ms. Thomas’ continued employment with the Company through the applicable vesting date.

(16)	RSUs vested on March 15, 2020.

(17)	9,104 PSUs vested on January 2, 2020; 18,209 will vest on January 2, 2021; and 9,104 will vest on January 2, 2022, in each case subject to Mr. Drobny's employment with the Company as of the applicable vesting date.

(18)	36,226 RSUs vested on March 15, 2020; 72,453 will vest on March 15, 2021, and 36,227 will vest on March 15, 2022, in each case subject to Mr. Drobny’s continued employment with the Company through the applicable vesting date.

(19)	PSUs earned will vest according to the following schedule: annually in substantially equal installments beginning on January 2, 2021 and ending on January 2, 2023, in each case subject to Mr. Drobny's continued employment with the Company through the applicable vesting date.

(20)	RSUs vest according to the following schedule: annually in substantially equal installments beginning on June 5, 2020 and ending on June 5, 2023, in each case subject to Mr. Drobny's continued employment with the Company through the applicable vesting date.

(21)

PSUs vest upon the Company’s achievement of an average closing price per share of $6.00 or more for any period of 30 consecutive trading days prior to December 31, 2022, subject to Mr. Drobny's continued employment with the Company through such vesting date. Note that, even though a value is reported in this table based on the December 31, 2019 stock price, no amount would have been payable in respect of the award on such date, as the applicable stock price goal had not been achieved.

(22)	74,586 RSUs vested on January 30, 2020; the remaining RSUs will vest quarterly beginning on April 30, 2020, in each case subject to Mr. Krenzer's continued employment with the Company through the applicable vesting date.

(23)	PSUs earned will vest according to the following schedule: annually in substantially equal installments beginning on January 2, 2021 and ending on January 2, 2023, in each case subject to Mr. Krenzer's continued employment with the Company through the applicable vesting date.

(24)	RSUs vest according to the following schedule: annually in substantially equal installments beginning on June 5, 2020 and ending on June 5, 2023, in each case subject to Mr. Krenzer's continued employment with the Company through the applicable vesting date.

(25)

PSUs vest upon the Company’s achievement of an average closing price per share of $6.00 or more for any period of 30 consecutive trading days prior to December 31, 2022, subject to Mr. Krenzer’s continued employment with the Company through such vesting date. Note that, even though a value is reported in this table based on the December 31, 2019 stock price, no amount would have been payable in respect of the award on such date, as the applicable stock price goal had not been achieved.

(26)	All of Mr. Randolfi's outstanding, unvested equity was forfeited upon his resignation from the Company, effective August 23, 2019.

(1)	Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2019 and the aggregate number of shares of common stock underlying the 2019 PSUs that vested following the Compensation Committee's certification of the 2019 performance metrics. Of

---

(2)

Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the NASDAQ of a share of common stock on the date of vesting, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amount shown for Mr. Williams, $2,791,318 represents net proceeds. Of the amount shown for Ms. Thomas, $211,223 represents net proceeds. Of the amount shown for Mr. Drobny, $516,109 represents net proceeds. Of the amount shown for Mr. Krenzer, $956,094 represents net proceeds. Of the amount shown for Mr. Randolfi, $443,982 represents net proceeds.

---

(1)	For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a CIC Termination under the Severance Agreements.

(2)	For each of our Named Executive Officers listed in this table, amounts in this column include cash and equity acceleration benefits as a result of a Qualifying Termination that is not a CIC Termination under the Severance Agreements.

(3)	Represents a lump sum payment in an amount equal to 12 months of such individual’s annual base salary (which, for Ms. Thomas, includes the value of her monthly stipend).

(4)	Represents a lump sum payment in an amount equal to the target annual cash incentive award; termination of employment on an earlier date would result in pro-ration of the target award based on the number of days served during the year in which the termination of employment occurred.

(5)

Represents equity acceleration as provided for in the Severance Agreements. As noted above, the special stock price PSUs are not covered by the Severance Agreements. The grant agreements for the special stock price PSUs govern their treatment on a change in control and upon terminations of employment, and no amounts would be payable as of December 31, 2019 under those agreements in respect of the special stock price PSUs based on our stock price as of such date.

(6)

Represents the dollar value of 100% accelerated vesting of such individual’s service-based equity awards outstanding as of December 31, 2019. No amounts are shown for 2019 PSUs scheduled to be paid following certification of performance results in 2020 because these awards were earned based on performance through December 31, 2019 as described in the " Option Exercises and Stock Vested in 2019 " table above.

(7)

Represents the dollar value of accelerated vesting of such individual’s service-based equity awards scheduled to vest over the 12 month period following December 31, 2019. No amounts are shown for 2019 PSUs scheduled to be paid following certification of performance results in 2020 because these awards were earned based on performance through December 31, 2019 as described in the " Option Exercises and Stock Vested in 2019 " table above.

(8)	Represents a lump sum payment equal to twelve months of Company-paid health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, including both the employer and employee portions of the cost, based on such individual’s rates and elections as of December 31, 2019.

---

•	As permitted by the SEC, the Company used the same Median Employee identified for determining its 2017 CEO pay ratio. The Company determined that there had not been any changes to its employee population or compensation programs since 2017 that would result in a significant change to the pay ratio disclosure for 2019.

•

To identify the Median Employee, we first determined our employee population as of December 31, 2017 (the "Determination Date"). We had 6,592 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries (other than our CEO) as of the Determination Date. This number does not include Mr. Williams, and, consistent with the applicable SEC rules, also excludes (i) any independent contractors or "leased" workers and (ii) 79 employees from Morocco due to an office closure.

•

We then measured compensation for the period beginning on January 1, 2017 and ending on December 31, 2017 for these 6,592 employees (after the exclusions noted above). This compensation measurement was calculated by totaling for each employee, cash compensation paid in 2017, including regular pay (wages and salary), all variants of overtime, variants of bonus payments, and commissions; and excluding sign on bonuses.

•	A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the total compensation for such individuals.

(1)	This amount includes 134,662 shares that may be issued in connection with outstanding stock options, 43,413,813 shares that may be issued in connection with stock awards, and 332,600 shares that may be issued in connection with deferred stock units held by non-employee directors under the Director Compensation Plan.

(2)	Indicates a weighted-average price for 134,662 outstanding options under our 2008 Plan and our 2010 Plan. There are no outstanding options under the 2011 Incentive Plan.

(3)

As of December 31, 2019, 71,617,500 shares remained available for issuance under the 2011 Incentive Plan and 10,668,251 shares available for future issuance under the Employee Stock Purchase Plan. Permissible awards under the 2011 Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, including awards where vesting, granting, or settlement of which is contingent upon the achievement of specific performance goals, called "performance awards" and cash incentive awards.

---

---

---

•	accounting and financial reporting processes and the audit of the Company's consolidated financial statements;

•	the integrity of the Company’s consolidated financial statements;

•	internal controls;

•	legal compliance and ethics policies relating to accounting, internal controls and auditing matters;

•	systems and policies to monitor and manage business risk;

•	the independent registered public accounting firm’s appointment, qualifications, independence and compensation; and

•	the performance of the Company’s internal audit function.

---

1.	The Audit Committee has reviewed and discussed the audited consolidated financial statements for fiscal year 2019 with management.

2.	The Audit Committee has discussed with Deloitte, the Company's independent registered public accounting firm for fiscal year 2019, the matters required to be discussed under the Public Company Accounting Oversight Board standards.

3.	The Audit Committee has received the written disclosures and the letter from Deloitte pursuant to Rule 3526 of the Public Company Accounting Oversight Board, and has discussed with Deloitte its independence, including whether the provision of non-audit services is compatible with its independence.

---

(1)	Audit Fees . Audit fees for the 2019 and 2018 fiscal years include the aggregate fees incurred for the audit of the Company’s annual consolidated financial statements, and audit, review and attest services rendered in connection with other regulatory or statutory filings.

(2)	Tax Fees . Tax fees consist of tax compliance and advisory work related to the Company’s research and development credit, tax incentives, international tax planning and intellectual property.

---

---

---

(1)

Includes 45,058,034 shares of our common stock held by Green Media, LLC, an entity owned by Eric Lefkofsky (50%) and his wife, Elizabeth Kramer Lefkofsky (50%). Mr. Lefkofsky shares voting and investment control with respect to the shares held by Green Media, LLC. Also includes 13,826,960 shares held by the Lefkofsky Family 2018 GRAT, of which Ms. Lefkofsky is the sole trustee, and 15,000,000 shares held by the Lefkofsky Family 2019 GRAT, of which Ms. Lefkofsky is the sole trustee. Also includes 87,596 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon separation from service as a director. Pursuant to the terms of a Voting Agreement between the Company, A-G Holdings, L.P. ("AGH") and Mr. Lefkofsky and certain of their respective affiliates, as amended (the “Voting Agreement”), Mr. Lefkofsky and his affiliates must vote their shares in favor of AGH's director nominee.

(2)	Incl udes 85,123 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020. Also includes options to purchase 50,004 shares of common stock that are currently exercisable.

(3)	Based on a Form 4 filed with the SEC on March 17, 2020. Mr. Williams served as our Chief Executive Officer until March 25, 2020. Open market purchases or sales, if any, by Mr. Williams of our common stock since the date that he ceased serving as our Chief Executive Officer are not known by us or reported in the table.

(4)	Includes 32,306 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020.

(5)	Includes 73,620 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020.

(6)	Based on a Form 4 filed with the SEC on February 20, 2020. Mr. Krenzer served as our Chief Operating Officer until March 25. 2020. Open market purchases or sales, if any, by Mr. Krenzer of our common stock since the date that he ceased serving as our Chief Operating Officer are not known by us or reported in the table.

(7)	Based on a Form 4 filed with the SEC on June 18, 2019. Mr. Randolfi served as our Chief Financial Officer until August 23, 2019. Open market purchases or sales, if any, by Mr. Randolfi of our common stock since the date that he resigned as our Chief Financial Officer are not known by us or reported in this table.

(8)	Includes 47,683 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020. Does not include shares held by entities affiliated with AGH described in footnote 16. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos Group, Inc. ("Atairos").

(9)

Includes 150,330 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon separation from service as a director. Also includes 51,316 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020. Does not include 611,225 shares of common stock held by PJ Barris, LLC, in which Mr. Barris is a member but has no pecuniary interest, or 187,444 shares of common stock held by PDB LLC, of which Mr. Barris is the investment advisor but has no pecuniary interest. Mr. Barris disclaims beneficial ownership of such shares of common stock.

(10)	Includes 53,133 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020.

---

(11)	Includes 107,187 deferred stock units issued under the Groupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon separation from service as a director. Also includes 50,408 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020.

(12)	In cludes 47,683 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020.

(13)

Includes 536,637 shares of common stock issuable upon the vesting of RSUs that will vest within 60 days of April 15, 2020. Also includes options to purchase 50,004 shares of common stock that are currently exercisable. Also includes 345,113 deferred stock units issued under the G roupon, Inc. Non-Employee Director Compensation Plan. The deferred stock units are immediately vested and represent the right to receive shares of common stock upon termination of service as a director.

(14)

Based on a Schedule 13G/A filed with the SEC on February 14, 2020 by PAR Investment Partners, L.P., PAR Group II, L.P., and PAR Capital Management, Inc. The shares are directly held by PAR Investment Partners, L.P., and indirectly held by PAR Group II, L.P., the sole general partner of PAR Investment Partners, L.P., and PAR Capital Management, Inc., the sole general partner of PAR Investment Partners, L.P. Each of PAR Group II, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P. The address of PAR Investment Partners, L.P. is 200 Clarendon Street, FL 48, Boston, MA 02116.

(15)	Based on a Schedule 13G/A filed with the SEC on February 12, 2020. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(16)

Based on a Schedule 13D/A filed with the SEC on February 14, 2018 reporting shares of our common stock beneficially owned by AGH, A-G Holdings GP, LLC ("AGGP"), Atairos, Atairos Partners, L.P. ("AP"), Atairos Partners GP, Inc. (“APGP”), and Mr. Angelakis. Mr. Angelakis is the Chairman and Chief Executive Officer of Atairos and directly or indirectly controls a majority of the voting power of APGP, which is the general partner of AP, which is the sole voting shareholder of Atairos. Atairos is the sole member of AGGP and the sole limited partner of AGH. AGGP is the general partner of AGH. AGH holds $250,000,000 aggregate principal amount of the Notes, which are convertible into cash, shares of common stock or a combination thereof at any time prior to the close of business on the scheduled trading day immediately preceding April 1, 2022, at an initial conversion rate of 185.1852 shares per $1,000 principal amount of the Notes (which represents 46,296,300 shares of common stock issuable upon conversion of the Notes if the Company elected to settle its conversion obligation solely through shares of common stock at the initial conversion rate described above). Does not include shares held by Mr. Lefkofsky and his affiliates (see footnote 1), which AGH may be deemed to beneficially own as a result of the Voting Agreement. The address of the Atairos entities is 620 Fifth Avenue, New York, NY 10020.

(17)

Based on a Schedule 13G filed with the SEC on February 14, 2017 reporting shares or our common stock owned by Des Voeux Investment Company Limited (“Des Voeux”), a wholly owned subsidiary of Alibaba Group Treasury Limited (“Alibaba Treasury”), which is a wholly owned subsidiary of Alibaba Group Holding Limited (“Alibaba Holding”). Alibaba Treasury and Alibaba Holding may be deemed to beneficially own the securities directly held by Des Voeux. The address of Alibaba Group Holdings Ltd. is c/o Alibaba Group Services Limited, 26/F, Tower One, Times Square, 1 Matheson St., Causeway Bay, K3, Hong Kong.

(18)	Based on a Schedule 13G filed with the SEC on February 5, 2020. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(19)

Based on a Schedule 13D/A filed with the SEC on January 31, 2020 reporting shares of our common stock beneficially owned by MIG Master Fund, L.P. ("MIG Master Fund"), MIG Capital Advisors, LLC ("MIG Advisors"), which serves as the general partner of MIG Master Fund, MIG Capital, LLC, (“MIG Capital”), which serves as the investment manager of MIG Master Fund, and Richard P. Merage, who serves as the Chief Executive Officer of MIG Advisors and the Chief Executive Officer of MIG Capital. The address of the reporting persons is 660 Newport Center Drive, Suite 1300, Newport Beach, CA 92660.

(20)

Based on a Schedule 13G filed on April 7, 2020 reporting shares of common stock beneficially owned by First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation. The shares are held by unit investment trusts sponsored by First Trust Portfolios L.P. First Trust Advisors L.P., an affiliate of First Trust Portfolios L.P., acts as portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P. None of First Trust Portfolios L.P., First Trust Advisors L.P. or The Charger Corporation has the sole voting or dispositive power over the shares of common stock held by such unit investment trusts. First Trust Advisors L.P. and The Charger Corporation have shared voting and dispositive power over the shares of common stock. The address of the reporting persons is 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187.

---

1.	Elect nine directors. Our Board unanimously recommends a vote " FOR " the election of all nine director nominees.

2.

To approve amendments to our Certificate of Incorporation to effect, at the discretion of our Board on or prior to June 9, 2021, (i) a reverse stock split of our common stock at one of the following stock split ratios: 1-for-15, 1-for-18 or 1-for-20, with the ultimate ratio to be determined by the Board in its sole discretion and (ii) a reduction of the number of authorized shares of our common stock in a corresponding proportion, subject to rounding up to the next whole number of shares.

3.	Ratify Deloitte as our independent registered public accounting firm for fiscal year 2020. Our Board unanimously recommends a vote "FOR" the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2020.

4.	Conduct an advisory vote to approve our Named Executive Officer compensation. Our Board unanimously recommends a vote "FOR" the advisory approval of our Named Executive Officer compensation.

5.	Transact other business that may properly come before the meeting.

---

(1)	Includes directorship in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

•	Pay for Performance : We design our compensation practices such that a significant portion of the Named Executive Officers' total pay package consists of equity-based awards, and, therefore, we believe the value of the pay packages is tightly correlated with Company performance.

•	Sound Design : We design our executive officer compensation programs to attract, motivate and retain the key executives who drive our success. We also design our pay packages to align the interests of our executives with those of our long-term stockholders. We achieve our objectives through an executive compensation program that is designed to:

•	Recruit and retain talented and experienced individuals who are able to develop, implement, and deliver on long-term value creation strategies;

•	Ensure that our compensation is reasonable and competitive with the pay packages made available to executives at companies with which we compete for executive talent;

•	Provide a substantial portion of each executive’s compensation in elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

•	Ensure that our compensation structure does not encourage unnecessary and excessive risk-taking.

---

---

---

•	Elect the nine director nominees listed in this proxy statement to serve on our Board.

•	Approve the Reverse Stock Split Proposal.

•	Ratify the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2020.

•	Conduct an advisory vote to approve our Named Executive Officer compensation.

•	"FOR" the election of each of the nine director nominees named in this proxy statement.

•	"FOR" the Reverse Stock Split Proposal.

•	"FOR" the ratification of the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2020.

•	"FOR" the advisory approval of our Named Executive Officer compensation.

---

---

•	delivering a timely written notice of revocation to our Corporate Secretary at our corporate headquarters (600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654, Attention: Corporate Secretary);

•	submitting a new, later dated proxy via the Internet, by telephone, or by mail to our Corporate Secretary at our corporate headquarters; or

•	attending the Annual Meeting and voting in person (attendance at the Annual Meeting will not, by itself, revoke a proxy).

---

•	you are a stockholder of record, contact Groupon’s Investor Relations by mail at 600 West Chicago Avenue, Suite 400, Chicago, Illinois 60654, email at IR@groupon.com or by telephone at 312-334-1579; or

•	you are the beneficial owner of shares held indirectly through a broker, bank, or other nominee, contact your account representative at that organization.

---

---

---

---

---

•	the historical trading price and trading volume of our common stock;

•	the then prevailing trading price and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;

•	which Reverse Stock Split Ratio would result in the greatest overall reduction in our administrative costs; and

•	prevailing general market and economic conditions.

---

---

•	shares of common stock would be combined based on the Reverse Stock Split Ratio determined by our Board;

•	the total number of outstanding shares of common stock would be decreased based on the Reverse Stock Split Ratio determined by our Board;

•	the total number of authorized shares of Common Stock would be decreased based on the Reverse Stock Split Ratio determined by our Board;

•

the per share exercise price of any outstanding stock options would be increased proportionately, the per share stock price goal for the special stock price PSUs and any other performance share units with stock price-based vesting would be increased proportionately, and the number of shares of common stock issuable upon the exercise of such awards would be reduced proportionately, and the number of shares issuable under outstanding stock options, restricted stock units, restricted stock awards, performance shares and all other outstanding equity-based awards would be reduced proportionately;

•	the number of shares of common stock authorized for future issuance under our equity plans would be proportionately reduced and other similar adjustments will be made under the equity plans to reflect the Reverse Stock Split; and

•	the conversion price of our outstanding 5.25% Convertible Senior Notes due 2022 (the "Notes") would be proportionately adjusted and the number of shares of common stock issuable upon conversion of such Notes would be proportionately adjusted.

---

---

---

---

•	a citizen or resident of the United States;

•	a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

•	an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more "U.S. persons" (as defined in the IRC) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

---

---

•	Pay for Performance : For 2019, we designed our compensation practices such that a significant portion of the Named Executive Officers’ total pay packages consist of annual performance-based bonuses and equity-based awards, and therefore the value of the pay packages is tightly correlated with Groupon’s performance.

•	Sound Design : We designed our executive officer compensation programs to attract, motivate and retain the key executives who drive our success. We also designed our pay packages to align the interests of our executives with those of our long-term stockholders. We achieve our objectives through an executive compensation program that is designed to:

•	Recruit and retain talented and experienced individuals who are able to develop, implement, and deliver on long-term value creation strategies;

•	Ensure that our compensation is reasonable and competitive with the pay packages made available to executives at companies with which we compete for executive talent;

•	Provide a substantial portion of each executive’s compensation in elements that are directly tied to our long-term value and growth;

•	Reward both company and individual performance and achievement; and

•	Ensure that our compensation structure does not encourage unnecessary and excessive risk-taking.

---

---

---

---

---

---

---

---

---