The annual meeting of the stockholders of Groupon, Inc. ("Groupon") was held on June 19, 2012 for the purposes of (1) electing the eight directors named in the Company's proxy statement to hold office until the next annual meeting of stockholders; (2) ratifying the appointment of Ernst & Young LLP as Groupon's independent registered public accounting firm for 2012; (3) approving, on an advisory basis, a resolution approving the compensation of the named executive officers as disclosed in the proxy statement, (4) approving, on an advisory basis, the frequency of the vote approving the compensation of the named executive officers, (5) approving the Groupon, Inc. 2011 Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code, and (6) approving the Groupon, Inc. 2012 Employee Stock Purchase Plan.

For more information about the foregoing proposals, see our proxy statement dated May 10, 2012. Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to 150 votes per share and vote together as a single class on all matters submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:

Election of Directors


Director Nominee     Votes For   Votes Withheld
Eric P. Lefkofsky   819,684,013         199,977
Peter J. Barris     819,733,111         150,879
Robert J. Bass      819,742,070         141,920
Daniel T. Henry     819,741,448         142,542
Mellody Hobson      819,741,393         142,597
Bradley A. Keywell  797,183,600      22,700,390

The eight nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.

Ratification of independent registered public accounting firm

The appointment of Ernst & Young LLP as the Groupon's independent registered public accounting firm for the 2012 fiscal year was ratified by the votes set forth in the table below.

                              FOR       AGAINST     ABSTENTIONS   Broker Non-Vote
     Ratification of
 independent registered
 public accounting firm   825,810,697   720,173       100,867           N/A

Approval of Compensation of Groupon's Named Executive Officers

A proposal requesting that stockholders approve a non-binding resolution
approving the compensation of the Groupon's Named Executive Officers as
disclosed in the proxy statement, passed with the following vote:

                              FOR       AGAINST     ABSTENTIONS   Broker Non-Votes
Approval of Compensation
   of Named Executive
        Officers          819,552,449   288,359       43,182         6,747,747

Frequency of Holding Stockholder Advisory Votes Regarding Compensation Awarded to Named Executive Officers

A proposal requesting a non-binding vote of the stockholders to determine whether the advisory stockholder vote on executive compensation shall occur every 1, 2 or 3 years, resulted in stockholders approving a 1 year frequency. The following table shows the voting results on the frequency of the executive compensation vote.

                       ONE YEAR   TWO YEARS  THREE YEARS    ABSTAIN    Broker Non-Votes
Vote on Frequency of
   Future Votes on
Compensation of Named
 Executive Officers   819,552,449  288,359    7,011,836      35,810       6,747,747

Approval of the Groupon, Inc. 2011 Incentive Plan for Purposes of Complying With
Section 162(m) of the Internal Revenue Code

A proposal to approve the Groupon, Inc., 2011 Incentive Plan passed with the following vote:

Approval of the Groupon, Inc. 2012 Employee Stock Purchase Plan

A proposal to approve the Groupon, Inc., 2012 Employee Stock Purchase Plan
passed with the following vote:

                              FOR       AGAINST     ABSTENTIONS   Broker Non-Vote
Approval of 2012 Employee
   Stock Purchase Plan    819,719,152   124,314       40,524         6,747,747