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Groupon, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Groupon, Inc.’s Form 8-K, filed 2026-06-17 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 9Reported items
  • 151Asset managers
  • 1,314Fund votes
  • 2026-06-11Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Groupon, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Groupon, Inc.

These tallies are Groupon, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-06-17 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Groupon, Inc. — official shareholder meeting results, meeting held 2026-06-11
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Dusan Senkypl 21,238,697---- 95,8305,661,810 Majority: yes
Elect Director: Jan Barta 20,986,018---- 348,5095,661,810 Majority: yes
Elect Director: Robert Bass 21,045,175---- 289,3525,661,810 Majority: yes
Elect Director: Jason Harinstein 21,218,650---- 115,8775,661,810 Majority: yes
Elect Director: Theodore Leonsis 20,157,886---- 1,176,6415,661,810 Majority: yes
Elect Director: Amit Shah 21,277,168---- 57,3595,661,810 Majority: yes

Source: Groupon, Inc., Form 8-K, filed with the SEC on 2026-06-17 — read the filing on EDGAR.

How asset managers voted at the Groupon, Inc. 2025-2026 meeting

Each item below shows how the 151 asset managers that disclosed a Groupon, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Groupon, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To conduct a non-binding, advisory vote to approve our named executive officer compensation.

SECTION 14A SAY-ON-PAY VOTES

Combines 3 wordings of this item as funds reported it.

99% fund support · no official result

FOR 99%

The 148 asset managers below cast 99% of the shares they voted on this item FOR (13,098,964 for, 171,304 against).

FOR: 13,098,964 (98.7%)AGAINST: 171,304 (1.3%)ABSTAIN: 906 (0.0%)
Largest asset managers voting on “To conduct a non-binding, advisory vote to approve our named executive officer compensation.” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Pale Fire Capital SE10,180,9700 00For
BlackRock592,53111,532 00For
HENNESSY FUNDS TRUST415,4000 00For
Vanguard331,957228 00For
Charles Schwab262,6310 00For
State Street235,6100 00For
Northern Trust3,736115,301 00Against
Lombard Odier Asset Management (Europe) Ltd102,1880 00For
Pacer Funds Trust91,0000 00For
DE Shaw75,2420 00For
Goldman Sachs60,9670 00For
Fidelity56,9730 00For
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND55,4150 00For
STIFEL NICOLAUS & CO INC \MO\47,6850 00For
Northern Lights Fund Trust IV43,6020 00For
MELLON INVESTMENTS Corp37,2250 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Two Sigma31,7000 00For
UBS029,364 00Against
Union Square Park Capital Management, LLC28,5720 00For
Equitable28,2760 00For
AllianceBernstein23,7900 00For
Dimensional21,3120 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For

Showing the 25 largest of 148 asset managers. See all 148 in the interactive database.

2. To elect six directors from the nominees named in the proxy statement: Amit Shah

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 21,277,168WITHHELD: 57,359

Groupon, Inc.’s own tally for this item (“Elect Director: Amit Shah”): 21,277,168 for, 57,359 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 56% for, 0.2% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,448,131 for, 0 against).

FOR 100%
FOR: 1,448,131 (100.0%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Amit Shah” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard303,1240 00For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,7010 00For
Fidelity47,1040 00For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Equitable28,2760 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI3,8000 00For
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

3. To elect six directors from the nominees named in the proxy statement: Dusan Senkypl

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 21,238,697WITHHELD: 95,830

Groupon, Inc.’s own tally for this item (“Elect Director: Dusan Senkypl”): 21,238,697 for, 95,830 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 56% for, 0.3% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,447,515 for, 0 against).

FOR 99.9%
FOR: 1,447,515 (100.0%)ABSTAIN: 616 (0.0%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Dusan Senkypl” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard302,6660 4580For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,6790 220For
Fidelity47,1040 00For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Equitable28,2760 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI3,8000 00For
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

4. To elect six directors from the nominees named in the proxy statement: Jan Barta

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 20,986,018WITHHELD: 348,509

Groupon, Inc.’s own tally for this item (“Elect Director: Jan Barta”): 20,986,018 for, 348,509 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 55% for, 1.0% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,376,829 for, 0 against).

FOR 95%
FOR: 1,376,829 (95.1%)ABSTAIN: 71,302 (4.9%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Jan Barta” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard302,4370 6860For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,6790 220For
Fidelity40,0270 7,0770For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM00 33,7450Abstain
Equitable28,2760 00For
Global X00 21,1090Abstain
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI00 3,8000Abstain
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

5. To elect six directors from the nominees named in the proxy statement: Jason Harinstein

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 21,218,650WITHHELD: 115,877

Groupon, Inc.’s own tally for this item (“Elect Director: Jason Harinstein”): 21,218,650 for, 115,877 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 56% for, 0.4% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,448,131 for, 0 against).

FOR 100%
FOR: 1,448,131 (100.0%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Jason Harinstein” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard303,1240 00For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,7010 00For
Fidelity47,1040 00For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Equitable28,2760 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI3,8000 00For
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

6. To elect six directors from the nominees named in the proxy statement: Robert Bass

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 21,045,175WITHHELD: 289,352

Groupon, Inc.’s own tally for this item (“Elect Director: Robert Bass”): 21,045,175 for, 289,352 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 55% for, 0.8% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,447,287 for, 0 against).

FOR 99.9%
FOR: 1,447,287 (99.9%)ABSTAIN: 844 (0.1%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Robert Bass” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard302,4370 6860For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,6790 220For
Fidelity47,1040 00For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Equitable28,2760 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI3,8000 00For
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

7. To elect six directors from the nominees named in the proxy statement: Theodore Leonsis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 20,157,886WITHHELD: 1,176,641

Groupon, Inc.’s own tally for this item (“Elect Director: Theodore Leonsis”): 20,157,886 for, 1,176,641 withheld, per its Form 8-K filed 2026-06-17 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 37,983,980 outstanding shares: 53.1% for, 3% withheld (56% of the company cast a for/withheld vote).

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,132,255 for, 0 against).

FOR 78%ABSTAIN 22%
FOR: 1,132,255 (78.2%)ABSTAIN: 315,876 (21.8%)
Largest asset managers voting on “To elect six directors from the nominees named in the proxy statement: Theodore Leonsis” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard302,4360 6870For
BlackRock00 169,3930Abstain
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,6790 220For
Fidelity11,0160 36,0880Abstain
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM00 33,7450Abstain
Equitable16,1400 12,1360For
Global X00 21,1090Abstain
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC00 14,5660Abstain
Goldman Sachs13,1400 00For
Pacific Life00 8,8030Abstain
Bridge Builder Trust00 4,9270Abstain
SEI00 3,8000Abstain
ProShares3,7130 00For
DWS3,6160 00For
Nationwide7560 2,7720Abstain
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO00 2,8890Abstain
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

8. TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY SECTION 102(B)(7) OF THE DELAWARE GENERAL CORPORATION LAW.

SHAREHOLDER RIGHTS AND DEFENSES

86% fund support · no official result

FOR 86%14%

The 43 asset managers below cast 86% of the shares they voted on this item FOR (1,251,809 for, 196,321 against).

FOR: 1,251,809 (86.4%)AGAINST: 196,321 (13.6%)
Largest asset managers voting on “TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PER” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard302,895228 00For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust091,000 00Against
State Street60,6929 00For
Fidelity47,1040 00For
Northern Lights Fund Trust IV043,602 00Against
TIFF INVESTMENT PROGRAM033,745 00Against
Equitable28,2760 00For
Global X021,109 00Against
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI03,800 00Against
ProShares3,7130 00For
DWS3,6160 00For
Nationwide2,772756 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

9. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.

AUDIT-RELATED

100% fund support · no official result

FOR 100%

The 43 asset managers below cast 100% of the shares they voted on this item FOR (1,448,131 for, 0 against).

FOR: 1,448,131 (100.0%)
Largest asset managers voting on “TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISC” at Groupon, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
HENNESSY FUNDS TRUST415,4000 00For
Vanguard303,1240 00For
BlackRock169,3930 00For
Charles Schwab131,1150 00For
Pacer Funds Trust91,0000 00For
State Street60,7010 00For
Fidelity47,1040 00For
Northern Lights Fund Trust IV43,6020 00For
TIFF INVESTMENT PROGRAM33,7450 00For
Equitable28,2760 00For
Global X21,1090 00For
Lincoln Financial19,6080 00For
QUANTITATIVE MASTER SERIES LLC14,5660 00For
Goldman Sachs13,1400 00For
Pacific Life8,8030 00For
Bridge Builder Trust4,9270 00For
SEI3,8000 00For
ProShares3,7130 00For
DWS3,6160 00For
Nationwide3,5280 00For
AIG/SunAmerica3,0570 00For
MASTER INVESTMENT PORTFOLIO2,8890 00For
Dimensional2,8810 00For
Prudential/PGIM2,5600 00For
John Hancock2,1540 00For

Showing the 25 largest of 43 asset managers. See all 43 in the interactive database.

Largest Groupon, Inc. shareholders voting in 2025-2026

Ranked by the number of Groupon, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 37,983,980 shares outstanding at the time of that meeting.

Top Groupon, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Pale Fire Capital SE 26.80%
2BlackRock 1.59%
3HENNESSY FUNDS TRUST 1.09%
4Vanguard 0.87%
5Charles Schwab 0.69%
6State Street 0.62%
7Northern Trust 0.31%
8Lombard Odier Asset Management (Europe) Ltd 0.27%
9Pacer Funds Trust 0.24%
10DE Shaw 0.20%

Reported Groupon, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Groupon, Inc. beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
Dusan Senkypl 37.86% DEF14A
Senkypl Dusan 34.31% 13D
Jan Barta 26.80% DEF14A
Pale Fire Capital SE. 26.80% DEF14A
Eric Lefkofsky 10.39% DEF14A
Windward Management LP 6.96% DEF14A
BlackRock 6.58% 13F
CONTINENTAL GENERAL INSURANCE CO 6.53% 13G
The Vanguard Group 5.55% DEF14A
Millennium Management LLC 5.40% 13G

Percentages above are of 37,983,980 shares outstanding, as reported by Groupon, Inc. on its Form 10-Q dated 2026-05-04 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Groupon, Inc.’s 10-Q dated 2026-05-04. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Groupon, Inc.'s shareholder meeting held 2026-06-11, in the 2025-2026 proxy season, 151 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,314 separate fund positions. Their filings are grouped here into 9 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. Groupon, Inc.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — To conduct a non-binding, advisory vote to approve our named executive officer compensation. — the reporting funds cast 99% of the shares they voted in favour (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

Groupon, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).