DEFA14A 1 d846113ddefa14a.htm DEFA 14A DEFA 14A

 

 

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:

 

     

(2)

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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):

 

     

(4)

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¨ Fee paid previously with preliminary materials.
¨ 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.
(1)

Amount Previously Paid:

 

     

(2)

Form, Schedule or Registration Statement No.:

 

     

(3)

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(4)

Date Filed:

 

     

 

 

 


*** 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

       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).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

    
    


—  Before You Vote   —

How to Access the Proxy Materials

 

  Proxy Materials Available to VIEW or RECEIVE:  
 

 

NOTICE OF ANNUAL MEETING             PROXY STATEMENT             ANNUAL REPORT ON FORM 10-K

 
 

 

How to View Online:

 
 

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 
 

 

How to Request and Receive a PAPER or E-MAIL Copy:

 
  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:  
 

 

                                 1) BY INTERNET:         www.proxyvote.com

 
 

 

                                 2) BY TELEPHONE:     1-800-579-1639

 
 

 

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*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 
 

 

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.

 

 
     

 

—  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.  

 

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 LOGO (located on the following page) available and follow the instructions.

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 
     


Voting Items

 

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.

 

1.

 

Election of Directors

 

Nominees:

 

01) Eric Lefkofsky 05) Jeffrey Housenbold
02) Peter Barris 06) Bradley Keywell
03) Robert Bass 07) Theodore Leonsis
04) Daniel Henry 08) Ann Ziegler

 

2.

 

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015.

 

3.

 

To approve, on an advisory basis, the compensation of our executive officers.

 

 

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