Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



As previously disclosed, following its annual meeting of stockholders on June
15, 2022 (the "2022 Annual Meeting"), Groupon, Inc. (the "Company"), pursuant to
the cooperation agreement (the "Cooperation Agreement") with Pale Fire Capital
SE ("PFC"), Dusan Senkypl and Jan Barta (collectively, "Pale Fire"), increased
the size of the Company's Board of Directors (the "Board") to nine (9) directors
and appointed Dusan Senkypl to the Board.

Dusan Senkypl, age 46, has served as a Partner of PFC, a private equity
investment group that invests in ecommerce companies both in Europe and
worldwide, since January 2017, where he also served as a director from November
2019 to April 2021, and has served as Chairman of the Board since April 2021. As
a Partner in PFC, Mr. Senkypl oversaw PFC's investments in Aukro s.r.o., the
largest Czech online marketplace, where he has served as a director since 2019,
Favi online s.r.o., a premiere furniture marketplace, and Rouvy, SE, a global
indoor cycling app competing with Zwift Inc., where he has served as Chairman of
the Board since 2021. Prior to joining PFC, Mr. Senkypl served as founder and
CEO of NetBrokers Holding ("NBH"), which became the largest insurance and
finance marketplace in the Czech Republic and Slovakia, from 2014 to December
2018, when it was sold to German media company, Bauer Media Group. Prior to NBH,
Mr. Senkypl co-founded and operated multiple ecommerce projects, including
ePojisteni.cz, an insurance technology company, where he served as CEO and a
director, from 2009 until February 2019. Mr. Senkypl earned his Master's Degrees
in Math and Information Science from Masaryk's University, Brno, Czech Republic.

Mr. Senkypl will receive compensation consistent with the Company's compensation
program for non-employee directors, as described in the Company's proxy
statement, filed with the U.S. Securities and Exchange Commission (the "SEC") on
April 27, 2022.

Other than as described in Item 1.01 of the Company's Form 8-K filed with the
SEC on June 13, 2022, and the Cooperation Agreement, there are no arrangements
or understandings between Mr. Senkypl or any other persons pursuant to which Mr.
Senkypl was named a director of the Company. Neither Mr. Senkypl or his
immediate family members have any direct or indirect material interest in any
transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.



The Company held its Annual Meeting of Stockholders on June 15, 2022. Set forth
below are the final voting results for each of the proposals submitted to a vote
of the stockholders.

Election of Directors

Groupon's eight director nominees were elected to the Board and will serve as
directors until Groupon's next annual meeting of stockholders or until their
respective successors are elected and qualified. The directors were elected with
the following vote:
                                 For                       Withheld                   Broker Non-Vote
Kedar Deshpande               14,180,220                    254,814                      5,592,778
Peter Barris                  12,124,422                   2,310,612                     5,592,778
Robert Bass                   12,724,068                   1,710,966                     5,592,778
Eric Lefkofsky                14,196,772                    238,262                      5,592,778
Theodore Leonsis              13,286,827                   1,148,207                     5,592,778
Valerie Mosley                13,441,206                    993,828                      5,592,778
Helen Vaid                    13,288,195                   1,146,839                     5,592,778
Deborah Wahl                  13,467,771                    967,263                      5,592,778




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Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2022



The appointment of Deloitte & Touche LLP as Groupon's independent registered
public accounting firm for the 2022 fiscal year was ratified with the following
vote:
        For                       Against                  Abstentions
     19,981,501                   33,825                      12,486

Advisory Approval of Groupon's Named Executive Officer Compensation

A proposal to conduct an advisory non-binding resolution approving the compensation of Groupon's named executive officers, as disclosed in the proxy statement, was approved with the following vote:



        For                        Against                   Abstentions                   Broker Non-Votes
     10,494,887                   3,287,946                    652,201                        5,592,778

Amendment and Restatement of the Groupon, Inc. 2011 Incentive Plan

A proposal to approve the amendment and restatement of the Groupon, Inc. 2011 Incentive Plan, as amended, to, among other items, increase the number of authorized shares thereunder, was approved with the following vote:


        For                        Against                   Abstentions                   Broker Non-Votes
     11,474,851                   2,923,177                     37,006                        5,592,778

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


      Exhibit No.                   Description
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)

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