Green Dot Corp 8-K, filed May 30, 2023
Green Dot Corp (GDOT)
8-K
2023-05-30
For: 2023-05-25
View Original
Added on
April 12, 2026
About this 8-K
Green Dot Corp filed this 8-K on May 30, 2023, reporting on events of May 25, 2023.
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 25, 2023
(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 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Green Dot Corporation (the “Company”) held on May 25, 2023, 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 our Class A common stock authorized for issuance pursuant to the 2010 EIP Plan by 2,400,000 shares. A more complete description of the terms of the 2010 EIP and the amendment thereto can be found in “Proposal No. 5- 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 14, 2023 (the “2023 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2023 Proxy Statement are qualified in their entirety by reference to the 2010 EIP, a copy of which is included in the 2023 Proxy Statement as Appendix B thereto.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as follows:
1.To elect nine directors, each to serve for a one-year term expiring at the 2024 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 | 42,198,127 | 822,520 | 49,806 | 3,366,689 | ||||||||||
| Rajeev V. Date | 36,252,076 | 6,759,570 | 58,807 | 3,366,689 | ||||||||||
| Saturnino Fanlo | 41,994,069 | 1,032,590 | 43,794 | 3,366,689 | ||||||||||
| Peter Feld | 42,155,811 | 858,795 | 55,847 | 3,366,689 | ||||||||||
| George Gresham | 42,193,122 | 834,437 | 42,894 | 3,366,689 | ||||||||||
| William I Jacobs | 40,751,307 | 2,297,035 | 22,111 | 3,366,689 | ||||||||||
| Jeffrey B. Osher | 40,007,247 | 3,035,109 | 28,097 | 3,366,689 | ||||||||||
| Ellen Richey | 40,312,127 | 2,709,360 | 48,966 | 3,366,689 | ||||||||||
| George T. Shaheen | 41,846,792 | 1,173,756 | 49,905 | 3,366,689 | ||||||||||
2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 45,981,233 | 438,367 | 17,542 | — | ||||||||
3.To vote on a non-binding advisory resolution to approve executive compensation:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 41,438,290 | 1,606,619 | 25,544 | 3,366,689 | ||||||||
4.To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 40,586,987 | 15,848 | 2,436,794 | 30,824 | 3,366,689 | ||||||||||
5.To vote on the approval of the amendment and restatement of Green Dot's 2010 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 33,174,378 | 9,868,208 | 27,867 | 3,366,689 | ||||||||
Each of the directors named under Proposal No. 1 was elected, and Proposals No. 2, No. 3, and No. 5 were approved by the required stockholder vote. In addition, based on the voting results with respect to Proposal No. 4, the Board of Directors determined that non-binding advisory votes on executive compensation will be submitted for consideration by the Company's stockholders every year until the next required stockholder vote on the frequency of future advisory votes on executive compensation.
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 30, 2023