1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on this evaluation, our management concluded that, as of December 31, 2020, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Our management, with the participation of our Chief Executive Officer and our Interim Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on this evaluation, our management concluded that, as of December 31, 2021, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
8 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, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As a result of the COVID-19 pandemic, our employees have been working remotely.
+Added: As a result of the COVID-19 pandemic, a majority of 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.
30 unchanged sentences
OTHER INFORMATION
−Removed: 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”).
−Removed: 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.
−Removed: In addition, the Compensation Committee approved annual equity awards of restricted stock units (“RSUs”) and performance stock units (“PSUs”) under the Groupon, Inc.
−Removed: 2011 Incentive Plan, as amended.
−Removed: 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.
−Removed: Melissa Thomas, Chief Financial Officer, will receive RSUs with a value equal to $828,000 and PSUs with a value equal to $552,000.
−Removed: 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.
−Removed: The RSUs and PSUs described above will vest over a two year period.
−Removed: 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.
−Removed: 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.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: Incorporated by reference from the information under the caption "Independent Registered Public Accounting Firm" in our 2021 Proxy Statement.
+Added: Incorporated by reference from the information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.
+Added: 34 ) under the caption "Independent Registered Public Accounting Firm" in our 2022 Proxy Statement.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
23 unchanged sentences
216,468 ( 10,074 ) — 206,394
−Removed: (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.
−Removed: 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.
(1) For the years ended December 31, 2021, 2020 and 2019, Net Increase (Decrease) to Expense includes foreign currency translation gains (losses) of $(8.9) million, $ 10.2 million and $( 1.5 ) million.
2 unchanged sentences
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).
−Removed: 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).
+Added: 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of the Company, 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).
−Removed: 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).
−Removed: 4.2 Indenture, dates as of April 4, 2016, between the Company and U.S Bank, National Association, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on April 4, 2016).
+Added: 4.2 Indenture, dated as of March 25, 2021, between Groupon, Inc.
+Added: and U.S Bank, National Association, (incorporated by reference to the Company's Current Report on Form 8-K filed on March 25, 2021).
+Added: 4.3 Form of 1.125% Convertible Senior Note due 2026 (included in Exhibit 4.2 and incorporated by reference to the Company's Current Report on Form 8-K filed on March 25, 2021) .
4.4 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: 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).
−Removed: 4.5 Amendment No.
−Removed: 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).**
+Added: 10.8 Severance Benefit Agreement, dated November 30, 2021 (incorporated by reference to the Company's Current Report on Form 8-K filed on December 1, 2021).**
10.9 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 ).**
−Removed: 10.9 Non-Employee Directors’ Compensation Plan **[1]
+Added: 10.10 Non-Employee Directors’ Compensation Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018).
10.11 Form of Notice of Restricted Stock Award under 2011 Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2012).**
−Removed: 10.11 Form of Notice of Performance Share Unit Award and Form of Performance Share Unit Award Agreement under 2011 Incentive Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2015).
10.12 Form of Notice of Performance Share Unit Award and Form of performance Share Unit Award Agreement under 2011 Incentive Plan (incorporate by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).**
1 unchanged sentence
2011 Incentive Plan, as Amended (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).**
−Removed: 10.14 Investment Agreement, dated as of April 3, 2016, between the Company and A-G Holdings, L.P.
−Removed: (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 4, 2016).
−Removed: 10.15 Voting Agreement, dated as of April 4, 2016, among the Company, A-G Holdings, L.P.
−Removed: and the stockholders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 4, 2016).
−Removed: 10.16 Amendment No.
−Removed: 1 to Voting Agreement, dated as of February 13, 2018, by and among Eric Lefkofsky, Green Media, LLC, Bradley Keywell, Rugger Ventures LLC, A-G Holdings, L.P., and Groupon, Inc.
−Removed: (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 14, 2018).
−Removed: 10.17 Form of Note Hedge Confirmation, dated as of May 9, 2016, between the Company and each of the counterparties thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 9, 2016).
−Removed: 10.18 Form of Warrant Confirmation, dated as of May 9, 2016, between the Company and each of the counterparties thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 9, 2016).
+Added: 10.14 Form of Capped Call Confirmation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 25, 2021).
10.15 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).
10.16 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).
+Added: 10.17 Second Amendment, dated as of March 22, 2021, 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 March 22, 2021).
+Added: 10.18 Offer letter, dated October 12, 2021 (incorporated by reference to the Company's Current Report on Form 8-K filed on October 13, 2021).**
+Added: 10.19 CEO Offer Letter, dated November 30, 2021 (incorporated by reference to the Company's Current Report on Form 8-K filed on December 1, 2021).**
21.1 Subsidiaries of Groupon, Inc.
15 unchanged sentences
*** The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document
−Removed: Form 10-K Summary (optional)
+Added: Form 10-K Summary
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 28th day of February 2022.
GROUPON, INC.
−Removed: /s/ AARON COOPER
−Removed: Interim Chief Executive Officer
+Added: /s/ KEDAR DESHPANDE
+Added: Kedar Deshpande
+Added: Chief Executive Officer
POWER OF ATTORNEY
−Removed: 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.
+Added: KNOWN BY ALL PERSONS BY THESE PRESENTS, that the individuals whose signatures appear below hereby constitute and appoint Kedar Deshpande and Damien Schmitz, 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 28, 2022.
1 unchanged sentence
Signature Title
−Removed: /s/ Aaron Cooper Interim Chief Executive Officer and Director (Principal Executive Officer)
−Removed: /s/ Melissa Thomas Chief Financial Officer (Principal Financial Officer)
−Removed: Melissa Thomas
−Removed: /s/ Manju Gangadharan Chief Accounting Officer (Principal Accounting Officer)
−Removed: Manju Gangadharan
+Added: /s/ Kedar Deshpande Chief Executive Officer and Director (Principal Executive Officer)
+Added: Kedar Deshpande
+Added: /s/ Damien Schmitz Interim Chief Financial Officer (Principal Financial Officer)
+Added: Damien Schmitz
+Added: /s/ Kerrie Dvorak Interim Chief Accounting Officer (Principal Accounting Officer)
+Added: Kerrie Dvorak
/s/ Theodore J.
Leonsis Director
−Removed: /s/ Michael Angelakis Director
−Removed: Michael Angelakis
Barris Director
6 unchanged sentences
/s/ Deborah Wahl Director
−Removed: /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.