Green Dot Corporation (NYSE:GDOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Green Dot Corporation (NYSE:GDOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the 2017 Annual Meeting of Stockholders (the Annual Meeting) of
Green Dot Corporation (the Registrant) held on May 25, 2017, the
Registrants stockholders approved amendments to the Registrants
2010 Equity Incentive Plan (the 2010 EIP). The amendments to the
2010 EIP were approved by the Registrants Board of Directors (the
Board), subject to the approval of the Registrants stockholders,
and became effective with such stockholder approval on May 25,
2017.
As a result of such stockholder approval, the 2010 EIP was
materially amended and modified to increase the number of shares
reserved for issuance thereunder by 2,790,000 shares. In addition
to increasing the number of shares reserved for issuance, the
amendments to the 2010 EIP provide that all awards granted under
the 2010 EIP will have a minimum vesting schedule of not less than
one year as measured from the date of the grant. The amendments
also changed the maximum award to the Registrants non-employee
directors from being denominated in shares to a dollar value and
clarified that the Registrants recently adopted claw-back policy
applies to awards granted under the 2010 EIP after adoption of the
policy.
A more complete description of the terms of the 2010 EIP and the
material amendments and modifications thereto can be found in
Proposal No. 6- Amendments to Our 2010 Equity Incentive Plan Adding
Shares (pages 31 through 36) in the Registrants definitive proxy
statement dated April 13, 2017, and filed with the Securities and
Exchange Commission on April 13, 2017. The foregoing description is
qualified in its entirety by reference to the 2010 EIP, a copy of
which is filed as Exhibit 10.1 to this report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
At the Annual Meeting, the Registrants stockholders approved and
adopted amendments to the Registrants current certificate of
incorporation (the Certificate of Incorporation), to, among other
things, declassify the Board effective beginning at the Registrants
2017 Annual Meeting of Stockholders (with declassification complete
at the Registrants 2019 Annual Meeting of Stockholders). The
amendments also provide that any newly created directorship that
results from an increase in the number of directors after the
Annual Meeting would be appointed for a term expiring at the next
succeeding annual meeting of stockholders. Directors elected by the
Board to fill vacancies after the Annual Meeting also would be
appointed for a term expiring at the next succeeding annual meeting
of stockholders, even if their predecessors were serving for a
longer term. In addition, the amendments permit stockholders to
remove directors elected annually for or without cause. Directors
in a class that is serving out the remainder of a three-year term
will continue to be removable only for cause. Such amendments were
effected to a Certificate of Amendment to the Certificate of
Incorporation of Green Dot Corporation (the Certificate of
Amendment) filed with the Secretary of State of the State of
Delaware on May 25, 2017. The foregoing description is qualified in
its entirety by reference to the Certificate of Amendment, a copy
of which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On May 25, 2017, the Registrant held its Annual Meeting. At the
Annual Meeting, the stockholders voted on the following six
proposals and cast their votes as follows:
1.
To approve and adopt amendments to the Registrants
Certificate of Incorporation to declassify the Registrants
Board of Directors and make other related changes:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
38,811,787
17,402
3,165
4,840,183
2.
To elect two directors, each to serve for a one-year term
expiring at the 2018 Annual Meeting of Stockholders and until
such director’s successor is duly elected and qualified or
until such director’s earlier resignation or removal:
NOMINEE
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
J. Chris Brewster
38,798,965
28,127
5,262
4,840,183
Rajeev V. Date
38,413,810
408,178
10,366
4,840,183
3.
To ratify the appointment of Ernst Young LLP as the
Registrant’s independent registered public accounting firm
for the year ending December 31, 2017:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
43,341,856
321,475
9,206
4.
To vote on a non-binding advisory resolution to approve
executive compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
38,303,735
488,513
40,106
4,840,183
5.
To conduct a non-binding advisory resolution on the frequency
of future advisory votes on executive compensation:
1 Year
2 Years
3 Years
ABSTAIN
BROKER NON-VOTES
32,254,392
49,925
6,527,008
1,029
4,840,183
6.
To approve amendments to the Registrants 2010 EIP:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
34,222,779
4,512,012
97,563
4,840,183
Each of the directors named under Proposal No. 2 was elected. In
addition, based on the recommendation of the Registrant’s Board of
Directors in the definitive proxy statement for the Annual Meeting
and the voting results with respect to Proposal No. 5, the Board of
Directors determined at its meeting on May 25, 2017 that
non-binding advisory votes on executive compensation will be
submitted for consideration by the Registrant’s stockholders every
year until the next stockholder vote on the frequency of
stockholder votes on the compensation of executives is required by
section 14A(a)(2) of the Securities Exchange Act of 1934, as
amended.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
Number
Description
3.1
Certificate of Amendment to Tenth Amended and Restated
Certificate of Incorporation of Green Dot Corporation
10.1
Green Dot Corporation 2010 Equity Incentive Plan, as
amended (including related form agreements)


About Green Dot Corporation (NYSE:GDOT)

Green Dot Corporation, along with its subsidiaries, is a pro-consumer financial technology innovator. The Company is a provider of reloadable prepaid debit cards and cash reload processing services in the United States. The Company operates through two segments: Account Services, and Processing and Settlement Services. Its account services segment includes branded deposit account programs, including Green Dot-branded and affinity-branded general purpose reloadable (GPR) card accounts; checking accounts, and open-loop gift cards. Its processing and settlement services include reload services and tax refund processing services. It also has operations in the mobile technology and mobile banking with GoBank mobile checking account. Through its subsidiary, SBBT Holdings, LLC (TPG), it also operates as a processor of tax refund disbursements in the United States. It offers checking account products, such as GoBank, that allow customers to acquire and manage checking accounts.

Green Dot Corporation (NYSE:GDOT) Recent Trading Information

Green Dot Corporation (NYSE:GDOT) closed its last trading session up +0.46 at 36.74 with 245,358 shares trading hands.