Green Dot Corp 8-K, filed May 23, 2024
Green Dot Corp (GDOT)
8-K
2024-05-23
For: 2024-05-22
View Original
Added on
April 12, 2026
About this 8-K
Green Dot Corp filed this 8-K on May 23, 2024, reporting on events of May 22, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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): May 22, 2024
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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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 ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Green Dot Corporation (the “Company”) held on May 22, 2024, the Company’s stockholders approved the amendment and restatement of the Company’s 2010 Equity Incentive Plan (the “2010 EIP”) to increase the number of shares of its Class A common stock authorized for issuance pursuant to the 2010 EIP Plan by 2,500,000 shares. A more complete description of the terms of the 2010 EIP and the amendment thereto can be found in "Proposal No. 4 - Approval of the Amendment of the 2010 Equity Incentive Plan" in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2024 Proxy Statement are qualified in their entirety by reference to the 2010 EIP, a copy of which is included in the 2024 Proxy Statement as Appendix 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 eight directors, each to serve for a one-year term expiring at the 2025 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 | 40,193,911 | 515,179 | 45,349 | 4,190,874 | ||||||||||
| Saturnino Fanlo | 40,025,396 | 682,256 | 46,787 | 4,190,874 | ||||||||||
| George Gresham | 40,198,793 | 522,234 | 33,412 | 4,190,874 | ||||||||||
| William I Jacobs | 37,135,662 | 3,573,480 | 45,297 | 4,190,874 | ||||||||||
| Robert Millard | 40,457,353 | 251,647 | 45,439 | 4,190,874 | ||||||||||
| Michelleta Razon | 40,068,290 | 651,171 | 34,978 | 4,190,874 | ||||||||||
| Ellen Richey | 38,426,610 | 2,292,847 | 34,982 | 4,190,874 | ||||||||||
| George T. Shaheen | 39,842,546 | 877,427 | 34,466 | 4,190,874 | ||||||||||
2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 44,088,283 | 574,528 | 282,502 | — | ||||||||
3.To vote on a non-binding advisory resolution to approve executive compensation:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 38,532,061 | 1,960,487 | 261,891 | 4,190,874 | ||||||||
4.To vote on the approval of the amendment and restatement of Green Dot's 2010 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 38,179,419 | 2,306,946 | 268,074 | 4,190,874 | ||||||||
Each of the directors named under Proposal No. 1 was elected, and Proposals No. 2, No. 3, and No. 4 were approved by the required stockholder vote.
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/ Amy Pugh | ||||||||||
| Amy Pugh | |||||||||||
| General Counsel and Secretary | |||||||||||
Date: May 23, 2024