GRPN
Groupon, INC
NASDAQ
DEF: Groupon's 2025 Proxy Statement: Board Elections, Executive Pay, and Corporate Governance
Sentiment:
Proxy Statement
28 April 2025 4:07 PM
Groupon's 2025 proxy statement outlines key proposals for the annual stockholder meeting, including the election of directors, ratification of the accounting firm, and an advisory vote on executive compensation.
Worse than expected
The company reported a net loss of $57 million in 2024.
The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Summary
- Groupon's 2025 proxy statement details the agenda for the annual meeting of stockholders to be held on June 11, 2025.
- The primary items of business include the election of five directors, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025, and a non-binding advisory vote on executive compensation.
- The board recommends voting for all director nominees, for the ratification of Deloitte, and for the advisory approval of executive compensation.
- The statement also provides information on corporate governance practices, director compensation, executive compensation, and related party transactions.
- The company's human capital strategy focuses on attracting and retaining top talent, fostering a performance-driven culture, and shaping competitive compensation and benefits packages.
- In 2024, Groupon's financial results included a gross profit of $444 million, a net loss of $57 million, adjusted EBITDA of $69 million, and operating cash flow of $56 million.
- Executive compensation in 2024 aimed to balance business stabilization, performance incentives, and talent retention.
- The CEO's base salary was set at $150,000 per year following his appointment, and NEOs participated in a performance-based bonus plan tied to revenue and adjusted EBITDA goals.
- The company maintains stock ownership guidelines for directors and executive officers to align their interests with those of stockholders.
- The proxy statement also includes information on beneficial ownership of principal stockholders, directors, and management.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While there are positive aspects such as the company's corporate governance practices and executive compensation program, there are also negative aspects such as the net loss reported in 2024 and the challenges the company faces in a competitive and rapidly changing environment.
Positives
- The board is composed of highly qualified individuals with diverse experience in e-commerce, technology, finance, and marketing.
- The company has implemented a Rooney Rule policy for new director searches to promote diversity.
- Stockholder engagement is an integral part of Groupon's corporate governance practices.
- The company maintains stock ownership guidelines for directors and executive officers to align their interests with those of stockholders.
- The company has a clawback policy in place to recover incentive-based compensation in certain circumstances.
- The company's executive compensation program is designed to attract, motivate, and retain key executives while aligning their interests with those of stockholders.
Negatives
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
- The company has had multiple changes in PEO roles in recent years.
Risks
- The company faces risks related to global economic uncertainty, competition, cybersecurity breaches, and compliance with domestic and foreign laws and regulations.
- The company's ability to execute its go-forward strategy and achieve expected benefits is subject to various risks and uncertainties.
- The company's reliance on email, internet search engines, and mobile application marketplaces to drive traffic to its marketplace poses a risk.
- The company's ability to remediate its material weakness over internal control over financial reporting is a risk.
Future Outlook
The company's future outlook is based on its ability to execute its go-forward strategy, retain and add high-quality merchants and customers, and compete successfully in its industry.
Industry Context
Groupon operates in the competitive e-commerce and local experiences market, facing competition from larger global companies and smaller niche players. The company's performance is influenced by broader industry trends, such as the shift to mobile commerce and the increasing importance of data-driven decision-making.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry standards or benchmarks.
- However, it mentions that the compensation committee reviews compensation data from peer companies in the Internet Software & Services and Internet & Direct Marketing Retail industries.
- These peer companies are selected based on their business alignment with Groupon and their size, as measured by revenue and market capitalization.
- The document does not provide specific names of comparable companies or projects.
Stakeholder Impact
- The company's performance and strategic decisions impact shareholders, employees, customers, and merchants.
- Executive compensation decisions are designed to align the interests of executives with those of shareholders.
- The company's human capital strategy focuses on attracting and retaining top talent to drive the company's success.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The board and compensation committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.
- The company will continue to engage with stockholders to gather feedback and improve its corporate governance practices.
Related Party Transactions
- In January 2023, we exercised our option to early terminate our lease at 600 West Chicago effective on January 31, 2024, which modified the sublease term to expire on January 30, 2024.
- In 2023, the Company entered into an agreement (the Standstill Agreement) with PFC, Pale Fire Capital SICAV a.s., Dusan Senkypl and Jan Barta (Mr. Barta, collectively with PFC, Pale Fire SICAV and Mr. Senkypl the Pale Fire Parties).
Key Dates
- 2016-12-28: Entered into a sublease agreement with Uptake, Inc.
- 2017-05: Deloitte has served as the Company's independent registered public accounting firm since May 2017.
- 2023-01: Exercised option to early terminate lease at 600 West Chicago.
- 2023-03-30: Dusan Senkypl served as Interim CEO effective as of March 30, 2023.
- 2023-04-13: Jiri Ponrt served as CFO effective as of April 13, 2023.
- 2023-10-02: Updated compensation recovery policy became effective.
- 2024-01-17: Subscription period expired for $80.0 million fully backstopped rights offering.
- 2024-01-31: Lease at 600 West Chicago was terminated.
- 2024-05-01: Mr. Senkypl and Mr. Ponrt received PSU awards on May 1, 2024.
- 2024-05-07: Mr. Senkypl was appointed as the permanent CEO on May 7, 2024.
- 2024-06-12: PSUs were made contingent on receiving approval on June 12, 2024.
- 2024-12-31: The Standstill Agreement expired on December 31, 2024.
- 2025-04-17: Record date for the annual meeting.
- 2025-04-28: Date of the proxy statement and first delivery to stockholders.
- 2025-06-10: Telephone and Internet voting facilities for stockholders of record will be available 24 hours per day. You may vote over the telephone or via the Internet until 10:59 p.m. Central Time on June 10, 2025.
- 2025-06-11: Annual Meeting of Stockholders to be held on June 11, 2025.
- 2025-12-29: Stockholders who wish to present proposals for inclusion in the proxy materials to be distributed in connection with next years annual meeting pursuant to Rule 14a-8 under the Exchange Act must submit their proposals so that they are received at Groupons principal executive offices on December 29, 2025.
Keywords
executive compensation, corporate governance, board of directors, proxy statement, annual meeting, stockholders, Deloitte, financial results, stock options, adjusted EBITDA, revenue, risk oversight, related party transactions, stock ownership guidelines, clawback policy, human capital strategy, director compensation, performance-based bonus, stock awards, PSUs, NEOs, Dusan Senkypl, Jiri Ponrt, Pale Fire Capital, Ted Leonsis, Robert Bass, Jason Harinstein, Eric Lefkofsky, Windward Management, Continental General Insurance, Linmar Capital Fund, Section 16(a) reports
GRPN
Groupon, INC
NASDAQ
Sector: Communication Services
Filings with Classifications
Capital raise
18 June 2025 7:29 AM
Financing Transaction Announcement
- The company is issuing $244,071,000 aggregate principal amount of new 4.875% Convertible Senior Notes due 2030 in exchange for existing notes. While it's an exchange and not a cash raise, it is a form of capital restructuring that impacts the company's debt capital.
Delay expected
17 June 2025 3:40 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Delay expected
17 June 2025 3:39 PM
Insider Transaction Report
- The Form 4 was filed late due to an inadvertent administrative oversight.
Delay expected
16 June 2025 3:48 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an "inadvertent administrative oversight."
Delay expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late due to an inadvertent administrative oversight.
Worse than expected
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 was filed late, indicating a lapse in regulatory compliance due to an inadvertent administrative oversight.
Delay expected
4 June 2025 5:36 PM
Insider Transaction Report
- The Form 4 filing was submitted late due to an inadvertent administrative oversight, as stated in the filing.
Better than expected
27 May 2025 1:31 PM
Insider Transaction Report Amendment
- The vesting of 109,250 Performance Share Units indicates that Groupon successfully met a pre-established stock price hurdle, which is a positive performance indicator for the company's stock.
Worse than expected
7 May 2025 4:11 PM
Earnings Press Release
- Global revenue decreased by 5% year-over-year, indicating a decline in overall sales performance.
- Adjusted EBITDA decreased from $19.5 million to $15.3 million, suggesting a decrease in profitability.
Worse than expected
7 May 2025 4:11 PM
Quarterly Report
- Revenue decreased from $123.08 million to $117.19 million, indicating a worse than expected performance.
- Adjusted EBITDA decreased from $19.52 million to $15.33 million, indicating a worse than expected performance.
Worse than expected
28 April 2025 4:07 PM
Proxy Statement
- The company reported a net loss of $57 million in 2024.
- The adjusted EBITDA goal for the 2024 Annual Bonus Plan remained below threshold.
Worse than expected
11 March 2025 4:13 PM
Earnings Release
- While North America Local billings showed positive growth, overall revenue, gross billings, and unit sales decreased year-over-year, and the company reported a net loss for both the quarter and the full year.
Worse than expected
11 March 2025 4:12 PM
Annual Results
- Gross billings, units, revenue, and gross profit all decreased year-over-year, indicating a decline in overall business activity.
Capital raise
19 November 2024 4:10 PM
Debt Issuance Announcement
- The document details a capital raise of $20 million through the issuance of convertible senior secured notes.
- The total issuance was $197.26 million, with the majority being an exchange of existing debt.
Worse than expected
12 November 2024 4:51 PM
Quarterly Report
- The company's revenue, gross profit, and adjusted EBITDA all decreased compared to the same period last year, indicating worse than expected results.
Capital raise
12 November 2024 4:51 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The company entered into exchange and subscription agreements for $197.3 million of new convertible senior secured notes due 2027.
Delay expected
12 November 2024 4:51 PM
SEC Form 4 Filing
- The Form 4 filing was submitted late due to an inadvertent administrative oversight.
Capital raise
12 November 2024 4:50 PM
Financing Announcement
- Groupon is raising $20 million in gross cash proceeds through the issuance of new 2027 convertible secured notes.
- The company is also exchanging $176.26 million of existing 2026 notes for new 2027 notes, which is a form of capital restructuring.
Better than expected
30 July 2024 4:19 PM
Quarterly Report
- The company reported a smaller net loss compared to the same quarter last year.
- The company achieved positive operating and free cash flow.
- North America local revenue grew by 7% year-over-year.
Worse than expected
30 July 2024 4:18 PM
Quarterly Report
- The company's revenue decreased slightly year-over-year, indicating a worse performance than expected in terms of top-line growth.
Better than expected
9 May 2024 4:09 PM
Quarterly Report
- The company's results were better than expected as they exceeded the high end of guidance.
- The company achieved its first consolidated revenue growth since 2016.
- Adjusted EBITDA turned positive, a significant improvement from the previous year.
Worse than expected
9 May 2024 4:06 PM
Quarterly Report
- While the net loss improved, the company still reported a loss and gross billings decreased, indicating worse than expected performance.
Capital raise
9 May 2024 4:06 PM
Quarterly Report
- The company completed an $80 million fully backstopped rights offering in January 2024.
- The rights offering was fully backstopped by Pale Fire Capital SICAV a.s.
Capital raise
7 May 2024 9:26 AM
Executive Appointment and Compensation Announcement
- The company is seeking stockholder approval to increase the number of shares available under the 2011 Incentive Plan by 7,000,000 shares.
- This increase is necessary to cover the PSU awards granted to the CEO and CFO, as well as future awards to other employees.
Capital raise
29 April 2024 5:25 PM
Proxy Statement
- The Pale Fire Parties amended and restated the Standstill Agreement to (a) modify the termination date from the earlier to occur of forty-five days following the date on which Mr.
- Senkypl shall cease to serve for any reason as Interim Chief Executive Officer or Chief Executive Officer of the Company to December 31, 2024; and (b) exclude any and all shares of common stock purchased by the Pale Fire Parties in connection with (i) their exercise of basic subscription rights prior to the expiration of the Rights Offering, (ii) fully purchasing any and all unsubscribed shares in the Rights Offering following its expiration, and (iii) the exercise of their over-subscription privileges, if applicable, from the Pale Fire Parties existing 25% beneficial ownership limitation.
Better than expected
15 March 2024 7:05 AM
Quarterly Report
- The company's Q4 results were better than expected, with positive net income and adjusted EBITDA, which is a significant improvement from previous quarters.
- The company also resolved its going concern issue, which was a major concern in previous periods.
Capital raise
15 March 2024 7:05 AM
Quarterly Report
- In January 2024, Groupon closed a fully backstopped Rights Offering that was oversubscribed and raised $80.0 million.
Worse than expected
15 March 2024 6:58 AM
Annual Results
- The document outlines numerous risks and challenges, suggesting that the company's future performance may be worse than expected.
Capital raise
14 February 2024 7:29 PM
Debt Repayment Announcement
- Groupon conducted an $80 million fully backstopped rights offering.
- The rights offering was made available to all holders of record of the company's common stock.
- The proceeds from the rights offering were used to repay debt and for general corporate purposes.
Capital raise
22 January 2024 8:30 AM
Capital Raise Announcement
- Groupon completed an $80 million rights offering.
- The offering was fully backstopped and significantly oversubscribed.
- The company issued 7,079,646 shares at $11.30 per share.
Better than expected
12 January 2024 8:41 AM
Business Update
- The company expects Q4 2023 results to be at or above the high end of guidance, indicating better than expected performance.
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