Item 5.07 Submission of Matters to a Vote of Security Holders.

This Form 8-K/A is being filed as an amendment ("Amendment No. 1") to the Current Report on Form 8-K filed by Groupon, Inc. with the U.S. Securities and Exchange Commission on June 20, 2012 ("Original Filing"). The sole purpose of this Amendment No. 1 is to disclose Groupon's decision as to how frequently it will conduct future stockholder advisory votes regarding compensation awarded to its named executive officers. No other changes have been made to the Original Filing.

At Groupon Inc.'s 2012 Annual Meeting of Stockholders held on June 19, 2012, Groupon's stockholders voted on, among other matters, a

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proposal on the frequency of future stockholder advisory votes regarding compensation awarded to named executive officers. As previously reported by Groupon, the frequency of once every one year received the highest number of votes cast, with over 99% of the votes cast in favor of one year. Based on these results, and consistent with Groupon's recommendation, Groupon's Board of Directors has determined that Groupon will conduct future stockholder advisory votes regarding compensation awarded to its named executive officers every year. The next required stockholder advisory vote on the frequency of future stockholder advisory votes regarding compensation awarded to named executive officers will be conducted at Groupon's 2018 Annual Meeting of Stockholders.