GROUPON INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect five directors from the nominees named in the proxy statement: Dusan Senkypl

GROUPON INC.’s own tally for this item (“Elect Director: Dusan Senkypl”): 22,867,575 for, 117,946 withheld, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The directors were elected with the following vote:”
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 1,556,424 for, 294 withheld.

Description as filed by funds: To elect five directors from the nominees named in the proxy statement: Jan Barta

GROUPON INC.’s own tally for this item (“Elect Director: Jan Barta”): 22,028,870 for, 956,651 withheld, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The directors were elected with the following vote:”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 1,357,564 for, 199,154 withheld.

Description as filed by funds: To elect five directors from the nominees named in the proxy statement: Jason Harinstein

GROUPON INC.’s own tally for this item (“Elect Director: Jason Harinstein”): 22,832,246 for, 153,275 withheld, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The directors were elected with the following vote:”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 1,492,376 for, 64,342 withheld.

Description as filed by funds: To elect five directors from the nominees named in the proxy statement: Robert Bass

GROUPON INC.’s own tally for this item (“Elect Director: Robert Bass”): 22,228,550 for, 756,971 withheld, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The directors were elected with the following vote:”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 985,470 for, 571,248 withheld.

Description as filed by funds: To elect five directors from the nominees named in the proxy statement: Theodore Leonsis

GROUPON INC.’s own tally for this item (“Elect Director: Theodore Leonsis”): 18,853,879 for, 4,131,642 withheld, per its Form 8-K filed June 12, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The directors were elected with the following vote:”
Support: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 631,745 for, 924,401 withheld, 572 abstained.

Description as filed by funds: 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 22 asset managers below reported 1,224,849 for, 306,794 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve an amendment of the Groupon, Inc. 2011 Incentive Plan, as amended to increase the number of authorized shares thereunder.

GROUPON INC.’s own tally for this item (“Amendment of the 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder A proposal to approve a separate amendment to the 2011 Incentive Plan to increase the number of authorized shares thereunder was”): 19,133,568 for, 3,822,564 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Amendment of the 2011 Incentive Plan to Increase the Number of Authorized Shares Thereunder A proposal to approve a separate amendment to the 2011 Incentive Plan to increase the number of authorized shares thereunder was approved with the following vote:”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 809,293 for, 722,356 against.

Description as filed by funds: To conduct an advisory vote to approve our named executive officer compensation.

GROUPON INC.’s own tally for this item (“Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct an advisory non-binding resolution approving the compensation of the Company's named executive officers, as disclosed in the proxy”): 22,601,966 for, 368,222 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct an advisory non-binding resolution approving the compensation of the Company's named executive officers, as disclosed in the proxy statement, was approved with the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 23 managers: 1,556,718 for.

Institutional-manager reports, all 102 managers: 13,780,605 for, 259,721 against, 47 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers (i.e. every one, two, or three years).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 22 managers: 1,525,265 1 year, 6,378 3 year.

Institutional-manager reports, all 93 managers: 35,338 for, 13,859,958 1 year, 16,423 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024.

GROUPON INC.’s own tally for this item (“Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2024 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was rati”): 29,987,639 for, 25,014 against — passed, per its Form 8-K filed June 12, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2024 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was ratified with the following vote:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 23 asset managers below reported 1,556,718 for.