Glass Lewis Recognizes the Company’s Strong and Improving Performance
under the Current Board of Directors
Green Dot Urges Stockholders to Vote on the WHITE proxy card
“FOR”
Steven W. Streit, Timothy R. Greenleaf and Michael J. Moritz
Company Commits to Further Governance Changes
Board Commits To Appointing George Gresham
PASADENA, Calif.--(BUSINESS WIRE)--May 16, 2016--
Green Dot Corporation (NYSE:GDOT) (the “Company”) is pleased to announce
that Glass Lewis, a leading independent proxy advisory firm, supports
Green Dot’s Chairman and CEO, Steven W. Streit. Glass Lewis recognized
the Company’s strong and improving performance and significant stock
price increase year-to-date. Green Dot urges stockholders to vote on the WHITE
proxy card “FOR” the reelection of Green Dot’s highly-qualified
and experienced director nominees Steven W. Streit, Timothy R.
Greenleaf and Michael J. Moritz.
In order to facilitate the Glass Lewis recommendation FOR George
Gresham, the Board has agreed to appoint Mr. George Gresham, subject to
his acceptance, irrespective of the outcome at the 2016 Annual Meeting
of Stockholders.
The Company has also committed to additional corporate governance
changes, including:
1. The Board of Directors has agreed to separate the role of Chairman
and Chief Executive Officer after the 2016 Annual Meeting of
Stockholders and will appoint an independent Chairman.
2. The Board of Directors will submit to stockholders a proposal to
amend its certificate of incorporation to declassify the Board of
Directors at the 2017 Annual Meeting of Stockholders.
The 2016 ballot contains a stockholder proposal for the adoption of
majority voting in uncontested election, which the Board of Directors
fully supports. The Company previously announced it will adopt Proxy
Access for the 2017 Annual Meeting of Stockholders. The Company also
implemented a performance-based incentive compensation policy for the
CEO and NEOs that both of the major proxy advisory firms endorsed.
The Board of Directors issued the following statement:
“We have met and talked with many of our largest stockholders and we
have carefully considered the opinions expressed in the recent proxy
advisory firms’ reports. We are taking decisive steps to further improve
our corporate governance, demonstrating our accountability to
stockholders and our willingness to take action. We are confident that
the Company’s Six-Step Plan is working as demonstrated in part by the
Company’s strong first quarter financial results, new product launches,
and increased 2016 financial guidance as reported on the first quarter
earnings call. Management is committed to executing the Six-Step Plan
that will drive significant earnings growth through 2017 and we believe
investors agree as demonstrated by the substantial increase in our share
price since these initiatives became public. At the same time, the Board
remains committed to holding management accountable for delivering the
performance improvements outlined in the Six-Step Plan.”
“We are also pleased that Glass Lewis recognizes the importance of Mr.
Streit, as critical to Green Dot’s future growth and continued success.
Notably, Glass Lewis clearly distinguishes that our stock price
improvement is more heavily tied to the Company’s fundamental business
performance, and not Harvest’s public filings. In addition, Glass Lewis
highlighted the enhancement of the Board based on the three strong
additional directors who were appointed in April 2016.”
“We respect Glass Lewis’ recommendation regarding Mr. George Gresham. In
order to facilitate this recommendation, the Board has agreed to appoint
Mr. Gresham, subject to his acceptance, irrespective of the outcome of
the vote at the 2016 Annual Meeting of Stockholders. We are confident
stockholders realize the strength and experience of Green Dot’s
nominees, Mr. Steven W. Streit, Mr. Timothy R. Greenleaf and Mr. Michael
J. Moritz, and their key functional expertise, and invaluable business
and regulatory relationships. They are clearly the best candidates to
oversee the continued execution of Green Dot’s Six-Step Plan and we
therefore urge stockholders to vote on the WHITE
proxy card “FOR” their reelection.”
In its report, Glass Lewis said:
-
“…we aren’t supportive of Harvest’s campaign to remove Mr.
Streit as CEO and current leader of Green Dot – an action which doesn’t
appear to us to be warranted or advisable at this time.”
-
“…we also see evidence supporting the board’s argument that
Green Dot is now headed in the right direction, specifically in view
of the Company’s most recent strong and improving performance,
which despite Harvest’s continued critiques, has helped propel the
Company’s stock price 41% higher year-to-date, compared to virtually
no gains among the Prepaid Peer Group.”
-
“…we also note that Green Dot's stock price does not appear to
have been materially impacted by Harvest's statements on any
particular day, at least not to the same extent as the Company's press
releases with respect to underlying business performance. To that
point, we see that most of the recent trading and price activity in
Green Dot's stock appears to be more heavily tied to the Company's
fundamental business performance rather than the Dissident's
public filings during the post-13D period.”
-
“…we take note of the ‘pro-investor’ governance changes recently
implemented by the board, including with respect to the adoption of
proxy access…and the attempt to re-engineer compensation for all NEOs
in order to be entirely performance-based…we believe investors are
well served by frequent and direct displays of the board’s willingness
to respond to clear investor mandates…”
-
“All three of the recent appointees, Messrs. Brewster, Date and
Jacobs, appear to be strong additions to the Green Dot board,
bringing applicable experience from their roles as the former CFO of
Cardtronics, the first deputy director of the Consumer Financial
Protection Bureau ("CFPB") and a director of FinTech companies, and a
former MasterCard executive and the chairman of Global Payments.”
-
“Mr. Streit -- and the board as a whole -- defends his record by
attributing the bulk of the Company's poor performance to various
factors mostly out of management's control, though Mr. Streit and the
board have acknowledged some missteps. As this narrative goes, Green
Dot, having endured an extremely challenging period of intensified
competition, business development and regulatory challenges, is now
positioned to achieve growth and improved profitability. In our
view, the Company's recent communications and performance results,
which have propelled the stock price higher, lend credence to this
view.”
Green Dot urges stockholders to vote on the WHITE
proxy card “FOR” the reelection of Green Dot’s highly-qualified
and experienced director nominees Steven W. Streit, Timothy R.
Greenleaf and Michael J. Moritz. Green Dot advises
shareholders not return the “green” proxy card, even to withhold on
Harvest’s nominees.
-
Steven W. Streit – Founder, CEO and one of Green Dot’s top
shareholders with more than 8 percent ownership, inventor of the
reloadable prepaid debit card and primary relationship holder with
major business partners and key regulators.
-
Timothy R. Greenleaf – Audit Committee Chair; oversees
Enterprise Risk Management Committee and Cybersecurity, key
relationships with bank regulators and auditors.
-
Michael J. Moritz– Large Green Dot shareholder and current
Chairman of Sequoia Capital, prominent technology company board
experience, currently serves on the board of LinkedIn (~$17 billion
market capitalization), prior board member of Google, Yahoo, Kayak and
PayPal.
Green Dot stockholders that have questions or need assistance in
voting their shares on the WHITE proxy card
should contact:
INNISFREE M&A INCORPORATED
Stockholders call toll-free: (877) 800-5186
Banks and
Brokers call collect: (212) 750-5833
About Green Dot
Green Dot Corporation, along with its wholly owned subsidiaries, is a
pro-consumer financial technology innovator with a mission to provide a
full range of affordable and accessible financial services to the
masses. Green Dot is the largest provider of reloadable prepaid debit
cards and cash reload processing services in the United States. Green
Dot is also a leader in mobile technology and mobile banking with its
award-winning GoBank mobile checking account and a top 20 debit card
issuer among all banks and credit unions in the country. Through its
wholly owned subsidiary, TPG, Green Dot is additionally the largest
processor of tax refund disbursements in the U.S. Green Dot's products
and services are available to consumers through a large-scale
"branchless bank" distribution network of more than 100,000 U.S.
locations, including retailers, neighborhood financial service center
locations, and tax preparation offices, as well as online, in the
leading app stores and through leading online tax preparation providers.
Green Dot Corporation is headquartered in Pasadena, Calif., with
additional facilities throughout the United States and in Shanghai,
China.
Forward-Looking Statements
This press release may be deemed to contain forward-looking statements,
which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those contained in the forward-looking statements
contained in this press release. The potential risks and uncertainties
that could cause actual results to differ from those projected include,
among other things, the timing and impact of revenue growth activities,
the Company’s dependence on revenues derived from Walmart and three
other retail distributors, impact of competition, the Company’s reliance
on retail distributors for the promotion of its products and services,
demand for the Company’s new and existing products and services,
continued and improving returns from the Company’s investments in new
growth initiatives, potential difficulties in integrating operations of
acquired entities and acquired technologies, the Company’s ability to
operate in a highly regulated environment, changes to existing laws or
regulations affecting the Company’s operating methods or economics, the
Company’s reliance on third-party vendors, changes in credit card
association or other network rules or standards, changes in card
association and debit network fees or products or interchange rates,
instances of fraud developments in the prepaid financial services
industry that impact prepaid debit card usage generally, business
interruption or systems failure, and the Company’s involvement
litigation or investigations. These and other risks are discussed in
greater detail in the Company’s Securities and Exchange Commission
filings, including its most recent annual report on Form 10-K and
quarterly report on Form 10-Q, which are available on the Company’s
investor relations website at ir.greendot.com
and on the SEC website at www.sec.gov.
All information provided in this press release is as of May 16, 2016,
and the Company assumes no obligation to update this information as a
result of future events or developments.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160516005848/en/
Source: Green Dot Corporation
Green Dot Corporation
Investor Relations
IR@greendot.com
or
Media
Relations
Brian Ruby, 203-682-8286
Brian.Ruby@icrinc.com
or
John
Christiansen / Meghan Gavigan, 415-618-8750
jchristiansen@sardverb.com
/ mgavigan@sardverb.com