On December 14, 2016, the Board of Directors (the Board) of Green
Dot Corporation (the Company) approved and adopted Amendment No.
2 (the Bylaw Amendment) to the Companys Amended and Restated
Bylaws (the Bylaws).

The Bylaw Amendment revises Section 1.11 of the Bylaws to require
that a stockholder who gives notice to the Company with respect
to the nomination of a director for election to the Board to and
as required by Section 1.11 of the Bylaws include in such notice
(1) certain information establishing that the nomination and
election of the director nominee to the Board would not violate
applicable state or federal laws, rules or regulations applicable
to depository institutions or their holding companies and that
all regulatory approvals, non-objections and non-control
determinations required thereunder for the proposed nomination or
election of such nominee have been obtained and (2) an agreement
from such nominee to, if elected to the Board, abide by the
Companys Corporate Governance Guidelines, Director Code of
Business Conduct and Ethics and other applicable policies and
guidelines.

The foregoing description of the Bylaw Amendment does not purport
to be complete and is qualified in its entirety by reference to
the amended and restated Bylaws, as amended by the Bylaw
Amendment, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated by reference
herein.

Item 8.01 Other Events.

On December 14, 2016, the Board approved, and will seek
stockholder approval at the 2017 Annual Meeting of Stockholders
(the Annual Meeting) to adopt, an amendment (the Amendment) to
the Companys certificate of incorporation to declassify the
Board, such that, after an initial transition period, all
directors will be elected annually. If the Amendment is approved
by the Companys stockholders at the Annual Meeting, directors
elected prior to the Annual Meeting would be able to complete
their respective three-year terms; directors completing their
terms at the Annual Meeting and at subsequent annual meetings of
stockholders, if nominated and elected at subsequent annual
meetings of stockholders, would be elected to one-year terms (and
all directors would stand for annual elections commencing with
the 2019 Annual Meeting of Stockholders).

> A copy of the press release announcing the foregoing is
filed herewith as Exhibit 99.1 and is incorporated herein by
reference.

Important Additional Information and Where You Can Find It

The Company intends to file a proxy statement with the Securities
and Exchange Commission (the SEC) in connection with the
solicitation of proxies for the 2017 Annual Meeting of
Stockholders (the Proxy Statement). The Company, its directors
and certain of its executive officers will be participants in the
solicitation of proxies from stockholders in respect of the 2017
Annual Meeting of Stockholders. Information regarding the names
of the Companys directors and executive officers and their
respective interests in the Company by security holdings or
otherwise is set forth in the Companys proxy statement for the
2016 Annual Meeting of the Stockholders, filed with the SEC on
April 18, 2016. To the extent holdings of such participants in
the Companys securities have changed since the amounts described
in the 2016 proxy statement, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4 filed with the SEC.
Details concerning the nominees of the Companys Board of
Directors for election at the 2017 Annual Meeting of Stockholders
will be included in the Proxy Statement. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC,
INCLUDING THE COMPANYS DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders will be able to obtain a
copy of the definitive proxy statement and other documents filed
by the Company free of charge from the SECs website, www.sec.gov.
Green Dot stockholders will also be able to obtain, without
charge, a copy of the definitive Proxy Statement and other
relevant filed documents by directing a request by mail to Green
Dot Corporation, 3465 East Foothill Blvd., Pasadena, California
91107, Attn: Investor Relations, or from the Companys website,
www.greendot.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.