Groupon (GRPN) Proxy filing summary

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 auditor, advisory say-on-pay vote, and amendment to the Restated Certificate of Incorporation for officer exculpation.

• Board unanimously recommends voting for all proposals.

• Shareholders of record as of April 17, 2026, are eligible to vote.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; diverse backgrounds in technology, finance, and AI.

• Committees include Audit, Compensation, Nominating, and Artificial Intelligence, all with independent directors.

• Board self-evaluations and annual reviews of governance guidelines are conducted.

• Stockholder engagement is ongoing, with feedback influencing governance and compensation disclosures.