UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 9, 2020
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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Not Applicable
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Green Dot Corporation (the “Company”) held on June 9, 2020, the Company’s stockholders approved the amendment and restatement of the Company’s 2010 Equity Incentive Plan (the “2010 EIP”) to, among other things, (i) extend the termination date of the 2010 Plan to April 27, 2030 and (ii) increase the number of shares of our Class A common stock authorized for issuance pursuant to the 2010 Plan by 4,250,000 shares. A more complete description of the terms of the 2010 EIP and the material amendments thereto can be found in “Proposal No. 4- Approval of the Amendment and Restatement of the 2010 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2020 (the “2020 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2020 Proxy Statement are qualified in their entirety by reference to the 2010 EIP, a copy of which is included in the 2020 Proxy Statement as Annex A thereto.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as follows:
1.To elect ten directors, each to serve for a one-year term expiring at the 2021 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 | ||||||||||
| Kenneth C. Aldrich | 36,619,925 | 4,811,468 | 29,289 | 5,154,505 | ||||||||||
| J. Chris Brewster | 39,596,220 | 1,786,452 | 78,010 | 5,154,505 | ||||||||||
| Glinda Bridgforth Hodges | 39,090,678 | 2,293,485 | 76,519 | 5,154,505 | ||||||||||
| Rajeev V. Date | 41,133,176 | 246,284 | 81,222 | 5,154,505 | ||||||||||
| Saturnino Fanlo | 36,905,736 | 4,473,864 | 81,082 | 5,154,505 | ||||||||||
| Dan R. Henry | 41,229,170 | 203,773 | 27,739 | 5,154,505 | ||||||||||
| William I Jacobs | 39,659,622 | 1,723,033 | 78,027 | 5,154,505 | ||||||||||
| Jeffrey B. Osher | 41,219,991 | 159,938 | 80,753 | 5,154,505 | ||||||||||
| Ellen Richey | 41,223,866 | 158,870 | 77,946 | 5,154,505 | ||||||||||
| George T. Shaheen | 38,927,254 | 2,453,982 | 79,446 | 5,154,505 | ||||||||||
2.To ratify the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the year ending December 31, 2020:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 46,142,498 | 443,780 | 28,909 | — | ||||||||
3.To vote on a non-binding advisory resolution to approve executive compensation:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,498,546 | 874,138 | 87,998 | 5,154,505 | ||||||||
4.To approve the amendment and restatement of the 2010 EIP:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,038,786 | 1,330,758 | 91,138 | 5,154,505 | ||||||||
Each of the directors named under Proposal No. 1 was elected, based on the recommendation of the Registrant's Board of Directors in the 2020 Proxy Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GREEN DOT CORPORATION | |||||||||||
| By: | /s/ John C. Ricci | ||||||||||
| John C. Ricci | |||||||||||
| General Counsel and Secretary | |||||||||||
Date: June 15, 2020