Groupon Inc. operates an online marketplace that connects consumers to local merchants and offers discounted coupons for products and services.

According to the Complaint, Plaintiffs, holders of Groupon common stock, seek injunctive relief requiring Groupon to comply with the "unbundling rules" promulgated by the U.S. Securities and Exchange Commission (the "SEC") under Section 14 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), including SEC Rules 14a-4(a)(3) and 14a-4(b)(1) promulgated thereunder. The unbundling rules require that shareholders be allowed to vote on each separate matter presented in a proxy for shareholder vote.

On April 29, 2013, Groupon issued a Schedule 14A Definitive Proxy Statement (the "Proxy") and Proxy Card in connection with the Annual Meeting, which was scheduled for June 13, 2013.

The Complaint alleges that the Proxy and Proxy Card violated the SEC's unbundling rules set out in Rules 14a-4(a)(3) and 14a-4(b)(1) under the Exchange Act by aggregating two separate and unrelated amendments to Groupon's 2011 Incentive Plan (the "Plan"), one of which seeks shareholder ratification of an ultra vires act by the Board, thus impermissibly attempting to force shareholders to cast a single vote on fundamentally separate matters.

Pursuant to a Stipulation of the parties, this case was ordered dismissed on September 17, 2013.