Groupon (GRPN) investor relations material

Executive summary

• Annual meeting scheduled for June 11, 2026, with six directors up for election and several key proposals on the agenda.

• Board recommends voting for all director nominees, ratification of Deloitte as auditor, advisory approval of executive compensation, and an amendment for officer exculpation.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of Deloitte as independent auditor for 2026, advisory vote on executive compensation, and amendment to the Restated Certificate of Incorporation for officer exculpation.

• Board unanimously recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 29, 2026.

Board of directors and corporate governance

• Five of six directors are independent; board diversity includes expertise in technology, finance, marketing, and AI.

• Board committees (Audit, Compensation, Nominating, Artificial Intelligence) are all chaired by independent directors.

• Annual director elections, single class of voting stock, and no super-majority requirements for major actions.

• Board conducts annual self-evaluations and regular governance reviews.