PASADENA, Calif.--(BUSINESS WIRE)--Dec. 19, 2016--
Green Dot Corporation (NYSE:GDOT) today announced that its Board of
Directors has approved, subject to stockholder approval, amendments to
the Company's certificate of incorporation that will declassify the
Board of Directors so that, after an initial transition period, all
directors will be elected annually.
If approved by stockholders, directors elected prior to the 2017 Annual
Meeting of Stockholders would be able to complete their respective
three-year terms and directors elected at the 2017 Annual Meeting and
subsequent meetings would serve for one-year terms. The Board intends to
recommend that stockholders approve the proposed amendments at the 2017
Annual Meeting. At present, the Board consists of three classes, with
members of each class elected for staggered three-year terms, with the
terms of office of the respective classes expiring in successive years.
The term of the directors in Class I expire at the 2017 Annual Meeting.
The terms of office of directors in Class II and Class III do not expire
until the annual meetings of stockholders held in 2018 and 2019,
respectively. If the proposal is approved by stockholders, all directors
would stand for annual elections commencing with the 2019 Annual Meeting
“We believe that by taking this step to eliminate board classes, moving
to one year terms over a transition period, Green Dot’s board of
directors is demonstrating its accountability to shareholders," said
William I Jacobs, Chairman of Green Dot’s Board of Directors. “We value
our shareholders’ opinions and consider their feedback when establishing
and evaluating appropriate policies and practices. Additional changes
that have improved our corporate governance profile include refreshing
our board with five new board members with less than one year of tenure,
and implementing many shareholder-friendly policies and actions
including separation of the Chairman and CEO roles, majority voting and
New Board Members
On April 11, 2016, the Company appointed three new independent
directors, J. Chris Brewster, Rajeev V. Date and William I. Jacobs to
the Company’s Board of Directors.
On May 23, 2016, stockholders elected Saturnino Fanlo and George W.
Gresham to the Board.
Separation of Chairman and Chief Executive Officer Roles
On June 23, 2016, the Company’s Board of Directors appointed William I
Jacobs as Chairman of the Board of Directors effective immediately.
On September 22, 2016, the Company’s Board of Directors adopted
amendments to the Company’s bylaws to implement “proxy access.” As
amended, the bylaws now permit a stockholder, or a group of up to 20
stockholders, owning continuously for at least three years a number of
the Company’s shares of Class A common stock that constitutes at least
3% of the Company’s outstanding shares of Class A common stock, to
nominate and include in the Company’s proxy materials director nominees
constituting up to the greater of two individuals or 20% of the Board,
provided that the stockholder(s) and the nominee(s) satisfy the
requirements specified in the bylaws.
On September 22, 2016, the Company’s Board of Directors approved
amendments of the bylaws to change the vote standard for the election of
directors from a plurality to a majority of votes cast in uncontested
elections. A majority of the votes cast means that the number of shares
voted “for” a director must exceed the number of votes cast against that
director, excluding abstentions. In contested elections, where the
number of nominees exceeds the number of directors to be elected, the
vote standard will continue to be a plurality of votes cast.
About Green Dot
Green Dot Corporation, along with its wholly owned subsidiary bank,
Green Dot Bank, is a bank holding company regulated by the Board of
Governors of the Federal Reserve System and the Utah Department of
Financial Institutions. Green Dot is widely recognized as the inventor
of the prepaid debit card industry and is the largest provider of
reloadable prepaid debit cards and cash reload processing services in
the United States. Green Dot is also a leading financial technology
company and the largest processor of tax refund disbursements in the
U.S. through its wholly owned subsidiary, TPG. Green Dot is also a
leading provider of mobile banking with its GoBank checking account sold
at retailers nationwide and through integrated technology partners.
Green Dot's products and services are available to consumers through a
distribution network of more than 100,000 U.S. locations, as well as
online, in the leading app stores and through leading online tax
preparation providers. Headquartered in Pasadena, Calif., it has
additional facilities throughout the United States and in Shanghai,
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 Company’s directors and executive
officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company’s 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 Company’s
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
Company’s 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 COMPANY’S 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 SEC’s 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 Company’s website, www.greendot.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161219006217/en/
Source: Green Dot Corporation
Brian Ruby, 203-682-8268