Groupon, Inc. 10-Q

ITEM 5. OTHER INFORMATION Appointment of Chief Accounting Officer On May 9, 2022, the Company announced that Kerrie Dvorak, currently the Company’s Interim Chief Accounting Officer, has been appointed as the Company’s Chief Accounting Officer, effective immediately. Ms. Dvorak, age 39, has served as the Company’s Interim Chief Accounting Officer since September 2021. She previously served in various roles at the Company, including as the Company’s Senior Director of Corporate Accounting since July 1, 2020, Director of Corporate Accounting of the Company since April 1, 2019, Senior Manager of Corporate Accounting of the Company since September 1, 2017 and Technical Accounting Manager of the Company since November 2014. Prior to joining Groupon, Ms. Dvorak served in a variety of roles at GATX Corporation (NYSE: GATX), from June 2011 to November 2014, and prior to that, held accounting positions at Deerfield Capital Management, KPMG and BKD CPAs & Advisors. In connection with her appointment as Chief Accounting Officer, Ms. Dvorak will receive an annual base salary of $285,000, and she will be eligible for an annual performance bonus with a target amount of 40% of base salary, provided, however, that for fiscal year 2022, Ms. Dvorak’s annual performance bonus will be guaranteed at a minimum of 40% of base salary. Ms. Dvorak will no longer receive a monthly stipend of $10,000, which she received for each month (for the full or partial month) she served as Interim Chief Accounting Officer. In addition, Ms. Dvorak will receive an award of Restricted Stock Units (“RSUs”) under the Groupon, Inc. 2011 Incentive Plan, as amended (the “Incentive Plan”), with an aggregate value of $250,000. Such award is in addition to Ms. Dvorak’s regular course equity award in connection with the Company’s annual compensation review process. The actual number of RSUs will be calculated using the average closing price of the Company's common stock in May 2022. Ms. Dvorak’s RSU award will vest in varying amounts beginning in May 2023 until May 2025, subject to Ms. Dvorak’s continued employment with the Company on each vesting date. For as long as Ms. Dvorak serves as the Company’s Chief Accounting Officer, in the event that Ms. Dvorak’s employment is terminated without cause or for good reason in connection with a change in control of the Company, she will receive severance benefits equal to (i) 12 months of her salary and 12 months of her COBRA premiums and (ii) the accelerated vesting of 50% of her outstanding equity awards. 45 There are no family relationships between Ms. Dvorak and any of the directors or executive officers of the Company, and there are no transactions in which Ms. Dvorak has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Dvorak and any other person pursuant to which Ms. Dvorak was appointed as an officer of the Company. Named Executive Officer Compensation On May 9, 2022, 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”) 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 Interim 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 2022. Mr. Schmitz, the Company’s Interim Chief Financial Officer, will receive an award of RSUs under the Incentive Plan, with an aggregate value of $1,487,500. The actual number of RSUs will be calculated using the average closing price of the Company's common stock in May 2022. Mr. Schmitz’s RSU award will vest in varying amounts beginning in May 2023 until May 2025, subject to Mr. Schmitz’s continued employment with the Company on each vesting date. ITEM 6. EXHIBITS Exhibit Number Description 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 _____________________________________ ** 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 46 SIGNATURES 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 9th day of May 2022. GROUPON, INC. By: /s/ Damien Schmitz Name: Damien Schmitz Title: Interim Chief Financial Officer 47