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Groupon, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Groupon, Inc.’s Form 8-K, filed June 17, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

9Ballot items
152Asset managers
1,342Fund votes
June 11, 2026Meeting date

Results at a glance

Meeting of June 11, 2026: 9 items on Groupon, Inc.’s Form 8-K, filed June 17, 2026: 6 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Groupon, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Groupon, Inc.

These tallies are Groupon, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 17, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Groupon, Inc. — official shareholder meeting results, meeting held June 11, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Dusan Senkypl	21,238,697	--	--	95,830	5,661,810	99.5%	Elected	—
Elect Director: Jan Barta	20,986,018	--	--	348,509	5,661,810	98%	Elected	—
Elect Director: Robert Bass	21,045,175	--	--	289,352	5,661,810	99%	Elected	—
Elect Director: Jason Harinstein	21,218,650	--	--	115,877	5,661,810	99.4%	Elected	—
Elect Director: Theodore Leonsis	20,157,886	--	--	1,176,641	5,661,810	94%	Elected	—
Elect Director: Amit Shah	21,277,168	--	--	57,359	5,661,810	99.7%	Elected	—
Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was ratified with the following vote:	26,927,608	56,331	12,398	--	--	99.7%	Approved	—
Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct a non-binding, advisory vote to approve our named executive officer compensation, as disclosed in the proxy statement, was approved with the following vote:	20,771,441	338,086	225,000	--	5,661,810	98%	Approved	—
Approval of Amendment to Groupon's Restated Certificate of Incorporation A proposal to approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7) of the Delaware General Corporation La	20,606,190	491,355	236,982	--	5,661,810	98%	Approved	—

Source: Groupon, Inc., Form 8-K, filed with the SEC on June 17, 2026 — read the filing on EDGAR.

How asset managers voted at the Groupon, Inc. 2025-2026 meeting

Each item below shows how the 152 asset managers that disclosed a Groupon, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Amit Shah

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 21,277,168WITHHELD: 57,359

Details: description as filed, official tally, votes by 43 asset managers

Description as filed by funds: To elect six directors from the nominees named in the proxy statement: Amit Shah

Groupon, Inc.’s own tally for this item (“Elect Director: Amit Shah”): 21,277,168 for, 57,359 withheld, per its Form 8-K filed June 17, 2026 (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: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,448,131 for.

FOR

FOR: 1,448,131

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Amit Shah” at Groupon, Inc., 2025-2026
Asset manager	For	Vote
HENNESSY FUNDS TRUST	415,400	For
Vanguard	303,124	For
BlackRock	169,393	For
Charles Schwab	131,115	For
Pacer Funds Trust	91,000	For
State Street	60,701	For
Fidelity	47,104	For
Northern Lights Fund Trust IV	43,602	For
TIFF INVESTMENT PROGRAM	33,745	For
Equitable	28,276	For
Global X	21,109	For
Lincoln Financial	19,608	For
QUANTITATIVE MASTER SERIES LLC	14,566	For
Goldman Sachs	13,140	For
Pacific Life	8,803	For
Bridge Builder Trust	4,927	For
SEI	3,800	For
ProShares	3,713	For
DWS	3,616	For
Nationwide	3,528	For
AIG/SunAmerica	3,057	For
MASTER INVESTMENT PORTFOLIO	2,889	For
Dimensional	2,881	For
Prudential/PGIM	2,560	For
John Hancock	2,154	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

2. Elect Director: Dusan Senkypl

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 21,238,697WITHHELD: 95,830

Details: description as filed, official tally, votes by 43 asset managers

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

Groupon, Inc.’s own tally for this item (“Elect Director: Dusan Senkypl”): 21,238,697 for, 95,830 withheld, per its Form 8-K filed June 17, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,447,515 for, 616 withheld.

FOR

FOR: 1,447,515WITHHOLD: 616

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Dusan Senkypl” at Groupon, Inc., 2025-2026
Asset manager	For	Withheld	Vote
HENNESSY FUNDS TRUST	415,400	0	For
Vanguard	302,666	458	For
BlackRock	169,393	0	For
Charles Schwab	131,115	0	For
Pacer Funds Trust	91,000	0	For
State Street	60,679	22	For
Fidelity	47,104	0	For
Northern Lights Fund Trust IV	43,602	0	For
TIFF INVESTMENT PROGRAM	33,745	0	For
Equitable	28,276	0	For
Global X	21,109	0	For
Lincoln Financial	19,608	0	For
QUANTITATIVE MASTER SERIES LLC	14,566	0	For
Goldman Sachs	13,140	0	For
Pacific Life	8,803	0	For
Bridge Builder Trust	4,927	0	For
SEI	3,800	0	For
ProShares	3,713	0	For
DWS	3,616	0	For
Nationwide	3,528	0	For
AIG/SunAmerica	3,057	0	For
MASTER INVESTMENT PORTFOLIO	2,889	0	For
Dimensional	2,881	0	For
Prudential/PGIM	2,560	0	For
John Hancock	2,154	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

3. Elect Director: Jan Barta

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 20,986,018WITHHELD: 348,509

Details: description as filed, official tally, votes by 43 asset managers

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

Groupon, Inc.’s own tally for this item (“Elect Director: Jan Barta”): 20,986,018 for, 348,509 withheld, per its Form 8-K filed June 17, 2026 (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: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,376,829 for, 37,557 withheld, 33,745 abstained.

FOR

FOR: 1,376,829ABSTAIN: 33,745WITHHOLD: 37,557

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Jan Barta” at Groupon, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
HENNESSY FUNDS TRUST	415,400	0	0	For
Vanguard	302,437	0	686	For
BlackRock	169,393	0	0	For
Charles Schwab	131,115	0	0	For
Pacer Funds Trust	91,000	0	0	For
State Street	60,679	0	22	For
Fidelity	40,027	0	7,077	Mixed
Northern Lights Fund Trust IV	43,602	0	0	For
TIFF INVESTMENT PROGRAM	0	33,745	0	Abstain
Equitable	28,276	0	0	For
Global X	0	0	21,109	Withhold
Lincoln Financial	19,608	0	0	For
QUANTITATIVE MASTER SERIES LLC	14,566	0	0	For
Goldman Sachs	13,140	0	0	For
Pacific Life	8,803	0	0	For
Bridge Builder Trust	4,927	0	0	For
SEI	0	0	3,800	Withhold
ProShares	3,713	0	0	For
DWS	3,616	0	0	For
Nationwide	3,528	0	0	For
AIG/SunAmerica	3,057	0	0	For
MASTER INVESTMENT PORTFOLIO	2,889	0	0	For
Dimensional	2,881	0	0	For
Prudential/PGIM	2,560	0	0	For
John Hancock	2,154	0	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

4. Elect Director: Jason Harinstein

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 21,218,650WITHHELD: 115,877

Details: description as filed, official tally, votes by 43 asset managers

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

Groupon, Inc.’s own tally for this item (“Elect Director: Jason Harinstein”): 21,218,650 for, 115,877 withheld, per its Form 8-K filed June 17, 2026 (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 43 asset managers below reported 1,448,131 for.

FOR

FOR: 1,448,131

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Jason Harinstein” at Groupon, Inc., 2025-2026
Asset manager	For	Vote
HENNESSY FUNDS TRUST	415,400	For
Vanguard	303,124	For
BlackRock	169,393	For
Charles Schwab	131,115	For
Pacer Funds Trust	91,000	For
State Street	60,701	For
Fidelity	47,104	For
Northern Lights Fund Trust IV	43,602	For
TIFF INVESTMENT PROGRAM	33,745	For
Equitable	28,276	For
Global X	21,109	For
Lincoln Financial	19,608	For
QUANTITATIVE MASTER SERIES LLC	14,566	For
Goldman Sachs	13,140	For
Pacific Life	8,803	For
Bridge Builder Trust	4,927	For
SEI	3,800	For
ProShares	3,713	For
DWS	3,616	For
Nationwide	3,528	For
AIG/SunAmerica	3,057	For
MASTER INVESTMENT PORTFOLIO	2,889	For
Dimensional	2,881	For
Prudential/PGIM	2,560	For
John Hancock	2,154	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

5. Elect Director: Robert Bass

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 21,045,175WITHHELD: 289,352

Details: description as filed, official tally, votes by 43 asset managers

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

Groupon, Inc.’s own tally for this item (“Elect Director: Robert Bass”): 21,045,175 for, 289,352 withheld, per its Form 8-K filed June 17, 2026 (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% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,447,287 for, 844 withheld.

FOR

FOR: 1,447,287WITHHOLD: 844

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Robert Bass” at Groupon, Inc., 2025-2026
Asset manager	For	Withheld	Vote
HENNESSY FUNDS TRUST	415,400	0	For
Vanguard	302,437	686	For
BlackRock	169,393	0	For
Charles Schwab	131,115	0	For
Pacer Funds Trust	91,000	0	For
State Street	60,679	22	For
Fidelity	47,104	0	For
Northern Lights Fund Trust IV	43,602	0	For
TIFF INVESTMENT PROGRAM	33,745	0	For
Equitable	28,276	0	For
Global X	21,109	0	For
Lincoln Financial	19,608	0	For
QUANTITATIVE MASTER SERIES LLC	14,566	0	For
Goldman Sachs	13,140	0	For
Pacific Life	8,803	0	For
Bridge Builder Trust	4,927	0	For
SEI	3,800	0	For
ProShares	3,713	0	For
DWS	3,616	0	For
Nationwide	3,528	0	For
AIG/SunAmerica	3,057	0	For
MASTER INVESTMENT PORTFOLIO	2,889	0	For
Dimensional	2,881	0	For
Prudential/PGIM	2,560	0	For
John Hancock	2,154	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

6. Elect Director: Theodore Leonsis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 20,157,886WITHHELD: 1,176,641

Details: description as filed, official tally, votes by 43 asset managers

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

Groupon, Inc.’s own tally for this item (“Elect Director: Theodore Leonsis”): 20,157,886 for, 1,176,641 withheld, per its Form 8-K filed June 17, 2026 (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: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,132,255 for, 90,355 withheld, 225,521 abstained.

FORABSTAIN

FOR: 1,132,255ABSTAIN: 225,521WITHHOLD: 90,355

Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Theodore Leonsis” at Groupon, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
HENNESSY FUNDS TRUST	415,400	0	0	For
Vanguard	302,436	1	686	For
BlackRock	0	169,393	0	Abstain
Charles Schwab	131,115	0	0	For
Pacer Funds Trust	91,000	0	0	For
State Street	60,679	0	22	For
Fidelity	11,016	0	36,088	Mixed
Northern Lights Fund Trust IV	43,602	0	0	For
TIFF INVESTMENT PROGRAM	0	33,745	0	Abstain
Equitable	16,140	0	12,136	Mixed
Global X	0	0	21,109	Withhold
Lincoln Financial	19,608	0	0	For
QUANTITATIVE MASTER SERIES LLC	0	14,566	0	Abstain
Goldman Sachs	13,140	0	0	For
Pacific Life	0	0	8,803	Withhold
Bridge Builder Trust	0	4,927	0	Abstain
SEI	0	0	3,800	Withhold
ProShares	3,713	0	0	For
DWS	3,616	0	0	For
Nationwide	756	0	2,772	Mixed
AIG/SunAmerica	3,057	0	0	For
MASTER INVESTMENT PORTFOLIO	0	2,889	0	Abstain
Dimensional	2,881	0	0	For
Prudential/PGIM	2,560	0	0	For
John Hancock	2,154	0	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

7. Approval of Amendment to Groupon's Restated Certificate of Incorporation A proposal to approve an amendment to our…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

98% Approved · of votes cast

FOR 98%

FOR: 20,606,190AGAINST: 491,355

Details: description as filed, official tally, votes by 43 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY SECTION 102(B)(7) OF THE DELAWARE GENERAL CORPORATION LAW.

Groupon, Inc.’s own tally for this item (“Approval of Amendment to Groupon's Restated Certificate of Incorporation A proposal to approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7”): 20,606,190 for, 491,355 against — passed, per its Form 8-K filed June 17, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of Amendment to Groupon's Restated Certificate of Incorporation A proposal to approve an amendment to our Restated Certificate of Incorporation to provide for officer exculpation as permitted by Section 102(b)(7) of the Delaware General Corporation Law was approved with the following vote:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,251,809 for, 196,321 against.

FOR

FOR: 1,251,809AGAINST: 196,321

Largest asset managers voting on “TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PER” at Groupon, Inc., 2025-2026
Asset manager	For	Against	Vote
HENNESSY FUNDS TRUST	415,400	0	For
Vanguard	302,895	228	For
BlackRock	169,393	0	For
Charles Schwab	131,115	0	For
Pacer Funds Trust	0	91,000	Against
State Street	60,692	9	For
Fidelity	47,104	0	For
Northern Lights Fund Trust IV	0	43,602	Against
TIFF INVESTMENT PROGRAM	0	33,745	Against
Equitable	28,276	0	For
Global X	0	21,109	Against
Lincoln Financial	19,608	0	For
QUANTITATIVE MASTER SERIES LLC	14,566	0	For
Goldman Sachs	13,140	0	For
Pacific Life	8,803	0	For
Bridge Builder Trust	4,927	0	For
SEI	0	3,800	Against
ProShares	3,713	0	For
DWS	3,616	0	For
Nationwide	2,772	756	Mixed
AIG/SunAmerica	3,057	0	For
MASTER INVESTMENT PORTFOLIO	2,889	0	For
Dimensional	2,881	0	For
Prudential/PGIM	2,560	0	For
John Hancock	2,154	0	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

8. Advisory Approval of Groupon's Named Executive Officer Compensation A proposal to conduct a non-binding, advisory vote…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 20,771,441AGAINST: 338,086

Details: description as filed, official tally, votes by 152 asset managers

Description as filed by funds: To conduct a non-binding, 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 a non-binding, advisory vote to approve our named executive officer compensation, as disclosed in the proxy statement, was approve”): 20,771,441 for, 338,086 against — passed, per its Form 8-K filed June 17, 2026 (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 a non-binding, advisory vote to approve our named executive officer compensation, 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: 42 asset managers voting on “To conduct a non-binding, advisory vote to approve our named executive officer compensation.” at Groupon, Inc., 2025-2026
Asset manager	For	Against	Vote
HENNESSY FUNDS TRUST	415,400	0	For
Vanguard	302,896	228	For
BlackRock	169,393	0	For
Charles Schwab	131,115	0	For
Pacer Funds Trust	91,000	0	For
State Street	60,701	0	For
Fidelity	47,104	0	For
Northern Lights Fund Trust IV	43,602	0	For
TIFF INVESTMENT PROGRAM	33,745	0	For
Equitable	28,276	0	For
Global X	21,109	0	For
Lincoln Financial	19,608	0	For
QUANTITATIVE MASTER SERIES LLC	14,566	0	For
Goldman Sachs	13,140	0	For
Pacific Life	8,803	0	For
Bridge Builder Trust	4,927	0	For
SEI	3,800	0	For
ProShares	3,713	0	For
DWS	3,616	0	For
Nationwide	3,528	0	For
AIG/SunAmerica	3,057	0	For
MASTER INVESTMENT PORTFOLIO	2,889	0	For
Dimensional	2,881	0	For
Prudential/PGIM	2,560	0	For
John Hancock	2,154	0	For

Fund voting reports, all 42 managers: 1,445,783 for, 2,348 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 120 asset managers voting on “To conduct a non-binding, advisory vote to approve our named executive officer compensation.” at Groupon, Inc., 2025-2026
Asset manager	For	Against	Vote
Pale Fire Capital SE	10,180,970	0	For
GARNET EQUITY CAPITAL HOLDINGS, INC.	958,660	0	For
BlackRock	423,138	11,532	For
State Street	254,506	0	For
Charles Schwab	131,516	0	For
Northern Trust	3,736	115,301	Against
Lombard Odier Asset Management (Europe) Ltd	102,188	0	For
DE Shaw	75,242	0	For
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND	55,415	0	For
Goldman Sachs	47,827	0	For
STIFEL NICOLAUS & CO INC \MO\	47,685	0	For
MELLON INVESTMENTS Corp	37,225	0	For
Two Sigma	31,700	0	For
UBS	0	29,364	Against
Vanguard	29,061	0	For
Union Square Park Capital Management, LLC	28,572	0	For
AllianceBernstein	23,790	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	18,484	0	For
Dimensional	18,431	0	For
Bleakley Financial Group, LLC	16,988	0	For
Nuveen	15,447	0	For
Atom Investors LP	14,690	0	For
Orion Porfolio Solutions, LLC	14,645	0	For
GEODE CAPITAL MANAGEMENT, LLC	12,835	0	For
Invesco	10,755	0	For

Institutional-manager reports, all 120 managers: 12,705,968 for, 168,955 against, 906 abstained. Showing the 25 largest; see all in the interactive database.

9. Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 The appointment of Deloitte & Touche…

Official resultAUDIT-RELATEDReported outcome: Approved

99.7% Approved · of votes cast

FOR 99.7%

FOR: 26,927,608AGAINST: 56,331

Details: description as filed, official tally, votes by 43 asset managers

Description as filed by funds: TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.

Groupon, Inc.’s own tally for this item (“Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was rati”): 26,927,608 for, 56,331 against — passed, per its Form 8-K filed June 17, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2026 The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was ratified with the following vote:”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 43 asset managers below reported 1,448,131 for.

FOR

FOR: 1,448,131

Largest asset managers voting on “TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISC” at Groupon, Inc., 2025-2026
Asset manager	For	Vote
HENNESSY FUNDS TRUST	415,400	For
Vanguard	303,124	For
BlackRock	169,393	For
Charles Schwab	131,115	For
Pacer Funds Trust	91,000	For
State Street	60,701	For
Fidelity	47,104	For
Northern Lights Fund Trust IV	43,602	For
TIFF INVESTMENT PROGRAM	33,745	For
Equitable	28,276	For
Global X	21,109	For
Lincoln Financial	19,608	For
QUANTITATIVE MASTER SERIES LLC	14,566	For
Goldman Sachs	13,140	For
Pacific Life	8,803	For
Bridge Builder Trust	4,927	For
SEI	3,800	For
ProShares	3,713	For
DWS	3,616	For
Nationwide	3,528	For
AIG/SunAmerica	3,057	For
MASTER INVESTMENT PORTFOLIO	2,889	For
Dimensional	2,881	For
Prudential/PGIM	2,560	For
John Hancock	2,154	For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

Largest Groupon, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 37,983,980 shares outstanding at the time of that meeting.

Fund voting reports: top Groupon, Inc. shareholders by shares voted on “To conduct a non-binding, advisory vote to approve our named executive officer compensation.”, 2025-2026
#	Asset manager	% of shares outstanding
1	HENNESSY FUNDS TRUST	1.09%
2	Vanguard	0.80%
3	BlackRock	0.45%
4	Charles Schwab	0.35%
5	Pacer Funds Trust	0.24%
6	State Street	0.16%
7	Fidelity	0.12%
8	Northern Lights Fund Trust IV	0.11%
9	TIFF INVESTMENT PROGRAM	0.09%
10	Equitable	0.07%

Institutional-manager reports: top Groupon, Inc. shareholders by shares voted on “To conduct a non-binding, advisory vote to approve our named executive officer compensation.”, 2025-2026
#	Asset manager	% of shares outstanding
1	Pale Fire Capital SE	26.80%
2	GARNET EQUITY CAPITAL HOLDINGS, INC.	2.52%
3	BlackRock	1.14%
4	State Street	0.67%
5	Charles Schwab	0.35%
6	Northern Trust	0.31%
7	Lombard Odier Asset Management (Europe) Ltd	0.27%
8	DE Shaw	0.20%
9	HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND	0.15%
10	Goldman Sachs	0.13%

Reported Groupon, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Groupon, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
Dusan Senkypl	37.86%	DEF14A
Senkypl Dusan	34.31%	13D
Jan Barta	26.80%	DEF14A
Pale Fire Capital SE.	26.80%	DEF14A
Eric Lefkofsky	10.39%	DEF14A
Windward Management LP	6.96%	DEF14A
BlackRock	6.58%	13F
CONTINENTAL GENERAL INSURANCE CO	6.53%	13G
The Vanguard Group	5.55%	DEF14A
Millennium Management LLC	5.40%	13G

Percentages above are of 37,983,980 shares outstanding, as reported by Groupon, Inc. on its Form 10-Q dated May 4, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Groupon, Inc.’s 10-Q dated May 4, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Groupon, Inc.'s shareholder meeting held June 11, 2026, in the 2025-2026 proxy season, 152 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 1,342 separate fund positions. On the most widely held item on that ballot — To conduct a non-binding, advisory vote to approve our named executive officer compensation. — Groupon, Inc.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Groupon, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 17, 2026.

Groupon, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.