Groupon, Inc. 8-K

What Happened Groupon, Inc. announced via Form 8-K that it filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State on June 17, 2026. The amendment adds officer exculpation provisions to Article VII of the charter that are consistent with Section 102(b)(7) of the Delaware General Corporation Law. The change was approved by stockholders at Groupon’s 2026 Annual Meeting of Stockholders held on June 11, 2026.

Key Details

• Amendment filed with Delaware Secretary of State: June 17, 2026.
• Stockholder approval at Annual Meeting: June 11, 2026.
• Charter change: adds officer exculpation language to Article VII consistent with DGCL Section 102(b)(7).
• Form 8-K signed by CFO Rana Kashyap; Certificate of Amendment is attached as Exhibit 3.1.

Why It Matters The amendment formally limits officers’ personal liability for monetary damages for certain breaches of fiduciary duty to the extent permitted by Delaware law (DGCL 102(b)(7)). For investors, this is a corporate governance change that can affect litigation and risk allocation involving officers — worth noting for those who follow governance, director/officer liability, or litigation risk.