UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material under §240.14a-12 | |
Groupon, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 18, 2015.
| GROUPON, INC. |
Meeting Information | |||||
| Meeting Type: Annual Meeting | ||||||
| For holders as of: April 24, 2015 | ||||||
| Date: June 18, 2015 Time: 10:00 AM | ||||||
| Location: Winston & Strawn LLP | ||||||
| 35 West Wacker Drive | ||||||
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Chicago, Illinois 60601
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GROUPON, INC. 600 WEST CHICAGO AVENUE SUITE 400 CHICAGO, IL 60654 |
You are receiving this communication because you hold shares in the company named above. | |||||
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||||
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||
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NOTICE OF ANNUAL MEETING PROXY STATEMENT ANNUAL REPORT ON FORM 10-K |
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How to View Online: |
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Have the information that is printed in the box marked by
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How to Request and Receive a PAPER or E-MAIL Copy: |
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| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||||
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1) BY INTERNET: www.proxyvote.com |
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2) BY TELEPHONE: 1-800-579-1639 |
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3) BY E-MAIL*: sendmaterial@proxyvote.com |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 4, 2015 to facilitate timely delivery.
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— How To Vote — Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | |||||||
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Vote By Internet: To vote now by Internet, go
to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) and visit: www.proxyvote.com.
(located on the following page) in the subject line.
(located on the following page) available and follow the instructions.
| Voting Items | ||||||||||||
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Unless otherwise specified in the spaces provided, the undersigned’s vote is cast FOR the election of the director nominees in Proposal (1), and FOR Proposals (2) and (3), as more fully described in the accompanying Proxy Statement. |
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1. |
Election of Directors |
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Nominees:
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| 01) | Eric Lefkofsky | 05) | Jeffrey Housenbold | |||||||||
| 02) | Peter Barris | 06) | Bradley Keywell | |||||||||
| 03) | Robert Bass | 07) | Theodore Leonsis | |||||||||
| 04) | Daniel Henry | 08) | Ann Ziegler | |||||||||
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2. |
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015. | |||||||||||
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3. |
To approve, on an advisory basis, the compensation of our executive officers. | |||||||||||
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