Groupon (GRPN) Proxy filing summary

Voting matters and shareholder proposals

• Six directors nominated for election, with board recommending a vote in favor of all nominees.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 recommended.

• Advisory vote on executive compensation (say-on-pay) recommended for approval.

• Proposal to amend the Restated Certificate of Incorporation to allow officer exculpation under Delaware law recommended for approval.

Board of directors and corporate governance

• Board consists of six nominees: Dusan Senkypl, Jan Barta, Robert Bass, Jason Harinstein, Theodore Leonsis, and Amit Shah.

Executive compensation and say-on-pay

• Advisory vote on named executive officer compensation scheduled, with board recommending approval.