Blog: GROUPON, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.01 Entry into a Material Definitive Agreement

On June 13, 2022, Groupon, Inc. (the “Company”) entered into a cooperation
agreement (the “Cooperation Agreement”) with Pale Fire Capital SE (“PFC”), Dusan
Senkypl and Jan Barta (collectively, “Pale Fire”).

The Cooperation Agreement provides, among other things, that the Company will,
immediately following the Company's 2022 annual meeting of stockholders
scheduled to be held on June 15, 2022 (the "2022 Annual Meeting"), (i) increase
the size of the Company's Board of Directors (the "Board") to nine (9) directors
and (ii) (A) appoint to the Board Dusan Senkypl to serve as a new director (the
"First New Director") and (B) appoint Jan Barta to initially serve as a Board
observer (the "Observer") and then as a new director by November 30, 2022 (the
"Second New Director" and together with the First New Director, the "New
Directors"). Pale Fire has agreed, among other things, to vote its shares in
favor of each of the Board's proposals at the 2022 Annual Meeting and, subject
to certain exceptions, in accordance with the Board's recommendation with
respect to any other matters submitted to a vote of the Company's stockholders
prior to the Termination Date (as defined below).

Under the terms of the Cooperation Agreement, following his appointment to the
Board, Mr. Senkypl will serve as a member of the Executive Committee of the
Board (the "Executive Committee"). Mr. Barta will serve as an observer of the
Executive Committee following his appointment as the Observer.

The Cooperation Agreement further provides, among other things, that:

•as long as Pale Fire beneficially owns at least the lesser of (i) 15% of the
then-outstanding shares of the Company's common stock (the "Common Stock") and
(ii) 4,494,004 shares of Common Stock (subject to adjustment for stock splits,
reclassifications, combinations, recapitalizations and similar adjustments), in
the event any New Director is no longer able to serve as a director of the
Company for any reason, Pale Fire will be permitted to propose a replacement
director, subject to the approval of the Board (which approval shall not be
unreasonably withheld);

•the Observer will be entitled to attend certain portions of regularly scheduled
and special meetings of the Board and the Executive Committee during the period
beginning on the date of the appointment of the Observer and ending upon the
appointment of the Second New Director (and thereafter the Second New Director
will continue to serve as an observer of the Executive Committee);

•Pale Fire will be subject to customary standstill restrictions, including,
among others, with respect to not acquiring beneficial ownership of more than
25% of the shares of Common Stock outstanding, engaging in proxy solicitation
and related matters, extraordinary transactions and other changes, each of the
foregoing subject to certain exceptions;

•until the Termination Date, Pale Fire will vote all shares of Common Stock
beneficially owned by it and over which it has direct or indirect voting power
in accordance with the Board's recommendations; provided, however, that in the
event that Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co.,
LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other
than the election, removal or replacement of directors), Pale Fire will be
permitted to vote in accordance with the ISS or Glass Lewis recommendation; and
provided, further, that Pale Fire will be permitted to vote in its sole
discretion with respect to any Extraordinary Transaction (as defined in the
Cooperation Agreement);

•until the Termination Date, the Board will not increase its size to more than
ten (10) directors or seek to classify the Board without the prior written
consent of Pale Fire;

•each party will not make any public disparaging statements about the other
party or sue the other party, subject to certain exceptions;

•the New Directors and the Observer will be permitted to share the Company’s
confidential information with Pale Fire’s employees, advisors and other

•unless otherwise mutually agreed in writing by each party, the Cooperation
Agreement will remain in effect until the date that is the earlier of (A) 30
days prior to the nomination deadline for the Company's 2023 annual meeting of
stockholders, and (B) 120 days prior to the first anniversary of the date on
which the Company first mailed its proxy materials for the 2022 Annual Meeting
(the effective date of such termination, the "Termination Date"); and


•the Company will reimburse Pale Fire for its reasonable documented
out-of-pocket costs, fees and expenses incurred in connection with its
engagement with the Company, the negotiation and execution of the Cooperation
Agreement and related matters in an amount not to exceed $75,000.

The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the Cooperation Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth in Item 1.01 above is hereby incorporated herein by

Appointment of First New Director to the Board

Pursuant to the Cooperation Agreement, the Company shall increase the size of
the Board to nine (9) directors effective immediately following the 2022 Annual
Meeting and appoint Dusan Senkypl to the Board.

Dusan Senkypl, age 46, has served as a Partner of PFC, a private equity
investment group that invests in ecommerce companies both in Europe and
worldwide, since January 2017, where he also served as a director from November
2019 to April 2021, and has served as Chairman of the Board since April 2021. As
a Partner in PFC, Mr. Senkypl oversaw PFC's investments in Aukro s.r.o., the
largest Czech online marketplace, where he has served as a director since 2019,
Favi online s.r.o., a premiere furniture marketplace, and Rouvy, SE, a global
indoor cycling app competing with Zwift Inc., where he has served as Chairman of
the Board since 2021. Prior to joining PFC, Mr. Senkypl served as founder and
CEO of NetBrokers Holding ("NBH"), which became the largest insurance and
finance marketplace in the Czech Republic and Slovakia, from 2014 to December
2018, when it was sold to German media company, Bauer Media Group. Prior to NBH,
Mr. Senkypl co-founded and operated multiple ecommerce projects, including, an insurance technology company, where he served as CEO and a
director, from 2009 until February 2019. Mr. Senkypl earned his Master's Degrees
in Math and Information Science from Masaryk's University, Brno, Czech Republic.

Mr. Senkypl will receive compensation consistent with the Company's compensation
program for non-employee directors, as described in the Company's proxy
statement, filed with the U.S. Securities and Exchange Commission on April 27,

Other than as described in Item 1.01 of this Form 8-K and the Cooperation
Agreement, there are no arrangements or understandings between Mr. Senkypl or
any other persons pursuant to which Mr. Senkypl was named a director of the
Company. Neither Mr. Senkypl or his immediate family members have any direct or
indirect material interest in any transaction or proposed transaction required
to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointment of Mr. Senkypl to the
Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K under Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
referencing in such filing.


Item 9.01. Financial Statements and Exhibits.

        (d)         Exhibits:
      Exhibit No.                   Description
                                      Cooperation Agreement, dated June 13, 2022 by and between
      10.1                          Groupon, Inc. and Pale Fire.
      99.1*                           Press release dated June 13, 2022.
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL

      104                           document)

*The information in Exhibit 99.1 is being furnished and shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.


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