What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-18 · 53 added, 63 removed, 132 unchanged (47% of the section changed)

13 unchanged sentences

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, our employees have been working remotely.

We have not identified any material changes to our internal controls over financial reporting as a result of COVID-19 or related changes to our working environment.

We are continually monitoring and assessing the impact the COVID-19 pandemic and related restrictions have on our own internal controls to minimize the effect on their design and operating effectiveness.

Limitations on Effectiveness of Controls and Procedures

7 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 18, 2020, expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding the Company’s adoption of ASC Topic 842, Leases , and ASC Topic 606, Revenue from Contracts with Customers .

Basis for Opinion

18 unchanged sentences

OTHER INFORMATION

Election of Directors

On February 18, 2020, the Board of Directors (the “Board”) of Groupon, Inc.

(the “Company”) announced that it has increased the size of the Board to ten directors and elected Valerie Mosley and Helen Vaid to the Board, effective as of April 6, 2020.

There are no arrangements or understandings pursuant to which Mses.

Mosley and Vaid were elected to the Board.

Since the beginning of the last fiscal year, there have been no related party transactions between the Company and either of Ms.

Mosley or Ms.

Vaid that would be reportable under Item 404(a) of Regulation S-K.

Mosley and Vaid will participate in the Company’s standard compensation program for non-employee directors.

Appointment of Chief Financial Officer

On February 18, 2020, the Company announced that Melissa Thomas has been appointed as the Company’s Chief Financial Officer, effective immediately.

Thomas also will continue to serve as the Company’s Chief Accounting Officer and Treasurer.

Thomas, age 40, has served as the Company’s Interim Chief Financial Officer, Chief Accounting Officer and Treasurer since August 2019.

She previously served as the Company’s Chief Accounting Officer and Treasurer since November 2018 and Vice President of Commercial Finance from May 2017 to November 2018.

Prior to joining Groupon, Ms.

Thomas served as Vice President of Finance at Surgical Care Affiliates from June 2016 to May 2017.

From August 2007 to May 2016, Ms.

Thomas served in a variety of finance and accounting leadership roles at Orbitz Worldwide (NYSE:

OWW), most recently as Vice President of Finance.

Prior to Orbitz, Ms.

Thomas held accounting positions at Equity Office Properties and began her career at PricewaterhouseCoopers.

There are no family relationships between Ms.

Thomas and any of the directors or executive officers of the Company, and there are no transactions in which Ms.

Thomas has an interest requiring disclosure under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Ms.

Thomas and any other person pursuant to which Ms.

Thomas was appointed as an officer of the Company.

Named Executive Officer Compensation

On February 17, 2020, the Compensation Committee (the “Compensation Committee”) of the Board in connection with its annual compensation review process approved equity awards of restricted stock units (“RSUs”) and performance stock units (“PSUs”) under the Groupon, Inc.

2011 Incentive Plan, as amended, for named executive officers in amounts and on terms consistent with prior practice (except as described below with respect to the Chief Financial Officer).

Other than as set forth below, there are no changes to the base salaries and target bonus amounts of the Company’s named executive officers for 2020.

In connection with her appointment as Chief Financial Officer, Ms.

Thomas will receive an annual base salary of $550,000, and she will be eligible for an annual performance bonus with a target amount of $300,000.

In addition, Ms.

Thomas will receive (i) RSUs with a value equal to $1,440,000, which will vest in varying amounts beginning in December 2020 until May 2022 and (ii) PSUs with a value equal to $960,000, which will vest over a three year period.

These PSUs may be earned, if at all, in an amount ranging from 0% to 200% of the target award depending on the achievement of performance measures in 2020.

The equity awards described above will be granted to the named executive officers on a future date in connection with the Company’s regular annual compensation process.

On February 25, 2021, the Compensation Committee of the Board (the “Compensation Committee”), in connection with its annual compensation review process, approved annual compensation for the Company’s named executive officers (the “NEOs”).

The Compensation Committee did not approve any changes to the NEOs’ base salaries, and each NEO will be eligible for an annual performance bonus equal to 100% of annual base salary.

In addition, the Compensation Committee approved annual equity awards of restricted stock units (“RSUs”) and performance stock units (“PSUs”) under the Groupon, Inc.

2011 Incentive Plan, as amended.

Aaron Cooper, Interim Chief Executive Officer, will receive RSUs with a value equal to $2,520,000 and PSUs with a value equal to $1,680,000.

Melissa Thomas, Chief Financial Officer, will receive RSUs with a value equal to $828,000 and PSUs with a value equal to $552,000.

Drobny, Chief Administrative Officer and General Counsel, will receive RSUs with a value equal to $528,000 and PSUs with a value equal to $352,000.

The RSUs and PSUs described above will vest over a two year period.

PSUs may be earned, if at all, in an amount ranging from 0% to 200% of the target award depending on the achievement of applicable performance metrics in 2021.

The number of units with respect to the equity awards described above will be determined on a future date in connection with the Company’s regular annual compensation process.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 unchanged sentence

Information regarding our Audit Committee and its Financial Experts is incorporated by reference from the information under the captions "Board Committees" and "Audit Committee Report" in our 2021 Proxy Statement.

Information regarding our Executive Officers can be found in Part I of this Annual Report on Form 10-K.

Pursuant to General Instruction G(3) on Form 10-K, information regarding our Executive Officers can be found in Part I of this Annual Report on Form 10-K under the caption "Information About Our Executive Officers."

Code of Ethics

25 unchanged sentences

Schedule II-Valuation and Qualifying Accounts

Balance at Beginning of Year

Net Increase (Decrease) to Expense (2)

Balance at End

Acquisitions and Other

Balance at End of Year

(in thousands)

2 unchanged sentences

Year ended December 31, 2019

216,468 ( 10,074 ) — 206,394

Year ended December 31, 2018 (1)

The amount charged to expense related to the income tax valuation allowance for the year ended December 31, 2017 reflects a $ 46.5 million expense from discontinued operations, partially offset by a $ 36.1 million benefit from continuing operations.

The $ 46.5 million discontinued operations expense reflects the valuation allowance recognized against loss carryforwards relating to tax losses on the stock of subsidiaries that were divested in 2017.

238,703 ( 7,727 ) ( 14,508 ) 216,468

(1) During the year ended December 31, 2019, we updated our net operating losses to remove deferred tax assets that could never be utilized due to IRC Section 382 limitations.

The amount of Net Increase (Decrease) to Expense, Acquisitions and Other and Balance at End of Year for the year ended December 31, 2018 have been updated from $ 3.8 million, $ 14.5 million and $ 228.0 million previously reported to reflect that change.

(2) For the years ended December 31, 2020, 2019 and 2018, Net Increase (Decrease) to Expense includes foreign currency translation gains (losses) of $ 10.2 million, $( 1.5 ) million and $( 2.3 ) million.

All other schedules have been omitted because they are either inapplicable or the required information has been provided in the consolidated financial statements or in the notes thereto.

1 unchanged sentence

3.1 Restated Certificate of Incorporation of the Company (incorporated by reference to the Company's Registration Statement on Form 8-A/A filed on October 31, 2016).

3.2 C ertificate of Amendment to the Restated Certificate of Incorporation of the Compan y , date June 9, 2020 (incorporated by referenced to the Company's Current Report on Form 8-K filed June 11, 2020).

3.3* Amended and Restated By-Laws.

3.4 Amendment to the Amended and Restated By-Laws of the Company, dated as of June 10, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 14, 2016).

3.5 Certificate of Designation of Series A Junior Preferred Stock of the Company (i ncorporated by reference to the Company's Current Report on Form 8-K filed April 13, 2020 ) ,

4.1 Specimen Stock Certificate of Common Stock (incorporated by reference to the Company's Registration Statement on Form 8-A/A filed on October 31, 2016).

1 unchanged sentence

4.3 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.4 Rights Agreement, dated as of April 10, 2020 between the Company and Computershare Trust Company, N.A., as right s agent (incorporated by reference to the Company's Current Report on Form 8-K filed on April 13, 2020).

4.5 Amendment No.

1 to Rights Agreement, dated as of November 4, 2020, between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to the Company's Quarterly R eport on Form 10-Q filed November 5 , 2020).

10.1* 2008 Stock Option Plan.**

5 unchanged sentences

10.7 Form of Severance Benefit Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).**

2011 Incentive Plan, as amended and restated effective as of October 31, 2016 (incorporated by reference to the Company's Current Report on Form 8-K filed on October 31, 2016).**

10.8 2011 Incentive Plan, as amended and restated effective as of June 13, 2019 (incorporated by reference to the Company's Definitive Proxy Statement on Schedule 14A filed on April 26, 2019 ).**

10.9 Non-Employee Directors’ Compensation Plan **[1]

14 unchanged sentences

10.19 Second Amended and Restated Credit Agreement, dated as of May 14, 2019, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2019).

10.20 First Amendment, dated as of July 17, 2020, among the Company, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to the Second Amended and Restated Credit Agreement, dated as of May 14, 2019, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K filed on July 20, 2020) .

21.1 Subsidiaries of Groupon, Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104*** Cover Page Interactive Data File

6 unchanged sentences

GROUPON, INC.

/s/ RICH WILLIAMS

Rich Williams

Chief Executive Officer

/s/ AARON COOPER

Interim Chief Executive Officer

POWER OF ATTORNEY

KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Rich Williams and Melissa Thomas, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof.

KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Aaron Cooper and Melissa Thomas, and each of them severally, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for him or her and in his or her name, place and stead in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do or perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or of his substitute or substitutes, may lawfully do to cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 25, 2021.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th day of February 2021.

/s/ Rich Williams

Chief Executive Officer and Director (Principal Executive Officer)

Rich Williams

/s/ Melissa Thomas

Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Signature Title

/s/ Aaron Cooper Interim Chief Executive Officer and Director (Principal Executive Officer)

/s/ Melissa Thomas Chief Financial Officer (Principal Financial Officer)

Melissa Thomas

/s/ Eric Lefkofsky

Eric Lefkofsky

/s/ Michael Angelakis

/s/ Manju Gangadharan Chief Accounting Officer (Principal Accounting Officer)

Manju Gangadharan

/s/ Theodore J.

Leonsis Director

/s/ Michael Angelakis Director

Michael Angelakis

Barris Director

/s/ Robert J.

/s/ Theodore J.

/s/ Deborah Wahl

Bass Director

/s/ Eric Lefkofsky Director

Eric Lefkofsky

/s/ Valerie Mosley Director

Valerie Mosley

/s/ Deborah Wahl Director

/s/ Helen Vaid Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures