GRPN
Groupon, INC
NASDAQ
DEF 14A: Groupon Seeks Stockholder Approval for Amended Incentive Plan and Director Elections at 2024 Annual Meeting
Sentiment:
Proxy Statement
29 April 2024 5:25 PM
Groupon's proxy statement details proposals for the 2024 annual meeting, including director elections, ratification of auditors, executive compensation, and an amendment to the incentive plan.
Capital raise
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.
Summary
- Groupon is holding its annual stockholder meeting on June 12, 2024, to vote on several key proposals.
- The proposals include electing five directors, ratifying Deloitte & Touche LLP as the independent auditor, and approving executive compensation.
- Stockholders will also vote on the frequency of advisory votes on executive compensation and an amendment to the 2011 Incentive Plan to increase authorized shares.
- The board recommends voting FOR all director nominees, the auditor ratification, executive compensation approval, a one-year frequency for compensation votes, and the incentive plan amendment.
- The proxy statement provides details on corporate governance, director compensation, executive compensation, and related party transactions.
- The company is asking for an additional 7,000,000 shares to be added to the 2011 Incentive Plan.
- If the share increase is approved, approximately 4 million shares would be used to make awards to existing executive team members under 2024 PSU Program.
Sentiment
Score: 6
Explanation: The document is neutral in tone, presenting factual information about the company's governance and upcoming meeting. While there are positive aspects like stockholder engagement, there are also challenges and risks mentioned, resulting in a moderate sentiment score.
Positives
- The company has implemented a Rooney Rule policy for new director searches.
- The company maintains stock ownership and holding guidelines for directors and executive officers.
- The company has a compensation recovery (clawback) policy in place.
- The company actively engages with stockholders to gather feedback on corporate governance and executive compensation.
- The company has a hedging and pledging policy in place to prevent employees and directors from hedging or pledging company securities.
- The company has a stock ownership guidelines applicable to our Named Executive Officers.
Negatives
- The company had a material weakness over internal control over financial reporting.
- The company has a high overhang at March 31, 2024 of 16.66% (excluding the impact of the new share request).
- The company has had several changes to its management team in 2023.
Risks
- The company faces risks related to cybersecurity, data protection, and compliance with privacy regulations.
- The company's performance is subject to global economic uncertainty and competition in the e-commerce industry.
- The company's ability to attract and retain key personnel is crucial for its success.
- The company's success depends on retaining and adding high quality merchants and third-party business partners.
- The company's success depends on retaining existing customers and adding new customers.
Future Outlook
The company aims to become the go-to platform for experiences and is focused on long-term value creation.
Industry Context
The document does not provide specific details on how this announcement relates to broader industry trends or competitors.
Stakeholder Impact
- The proposed changes to the incentive plan and director elections could impact shareholder value and influence the company's strategic direction.
- Executive compensation decisions affect employee morale and motivation.
- The selection of an independent auditor ensures the integrity of financial reporting, impacting investor confidence.
- The company's human capital strategy aims to attract and retain top talent, benefiting employees and the company's long-term success.
Next Steps
- Stockholders are encouraged to vote on the proposals before the annual meeting.
- The company will continue its stockholder engagement program in 2024.
- The company intends to continually assess the status and anticipated needs of our business and may decide in the future, should future circumstances make it appropriate, to seek to meet the diversity objectives contemplated by Rule 5605(f)(2)(A) of the Nasdaq Listing Rules.
Legal Proceedings
- The Company filed suit against Uptake in January 2023 to seek damages for non-payment of rent, interest thereon and attorneys fees.
- In the fourth quarter of 2023, our lawsuit against Uptake was settled amicably for $4.25 million.
Related Party Transactions
- On December 28, 2016, we entered into a sublease for portions of our office space in Chicago, Illinois to Uptake, Inc. (Uptake), a Lightbank LLC (Lightbank) portfolio company.
- In 2022, the Company entered into an agreement with Internet Ventures s.r.o (IV) to provide certain technology consulting services to the Company.
- In 2023, the Company entered into an agreement (the Standstill Agreement) with PFC, Pale Fire Capital SICAV a.s., Dusan Senkypl and Jan Barta
Key Dates
- 2008: Eric Lefkofsky became a director
- 2009: Theodore Leonsis became a director
- 2012: Robert Bass became a director
- 2013: Theodore Leonsis became Chairman of the Board
- 2015: Theodore Leonsis became Lead Independent Director
- December 28, 2016: Groupon entered into a sublease with Uptake, Inc.
- May 2017: Deloitte became Groupon's independent registered public accounting firm
- June 2020: Theodore Leonsis became Chairman of the Board
- October 2021: Groupon amended its Corporate Governance Guidelines to implement a Rooney Rule policy
- 2022: Groupon entered into an agreement with Internet Ventures s.r.o (IV) to provide certain technology consulting services to the Company.
- 2022: Jan Barta became a director
- 2022: Dusan Senkypl became a director
- January 2023: Groupon exercised its option to early terminate its lease at 600 West Chicago
- January 2023: The Company filed suit against Uptake in January 2023 to seek damages for non-payment of rent, interest thereon and attorneys fees.
- February 24, 2023: Dane Drobny resigned voluntarily from his role as Chief Administrative Officer, General Counsel and Corporate Secretary of the Company.
- March 30, 2023: Dusan Senkypl became Interim Chief Executive Officer
- March 30, 2023: Kedar Deshpande incurred a termination of employment by the Company without cause
- April 13, 2023: Damien Schmitz incurred a termination of employment by the Company without cause
- April 13, 2023: Jiri Ponrt became Chief Financial Officer
- July 2, 2023: Jason Harinstein became a director
- November 9, 2023: Eric Lefkofsky resigned from the Board
- January 2024: The Company's lawsuit against Uptake was settled amicably for $4.25 million.
- January 17, 2024: The subscription period expired for Groupon's $80.0 million fully backstopped rights offering.
- April 2024: The Compensation Committee approved a performance-based equity program (the 2024 PSU Program) for our executive team
- April 18, 2024: Record date for the annual meeting
- April 29, 2024: Date of the proxy statement
- June 12, 2024: Annual meeting of stockholders
Keywords
Proxy statement, Annual meeting, Director election, Executive compensation, Incentive plan, Stockholders, Corporate governance, Auditor ratification, Groupon
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."
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
5 June 2025 1:29 PM
Insider Transaction Report
- The Form 4 filing itself was delayed, submitted late 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.
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.
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
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.
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.
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.
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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