Pasadena’s Green Dot Shortens Terms of Office for Board of Directors

All members of the Board of Directors of Pasadena-based bank holding company Green Dot Corporation will soon be serving one-year terms instead of three years, as soon as stockholders approve amendments to the company’s certificate of incorporation.

The amendments will declassify Green Dot’s Board of Directors so that all members will be elected annually, after an initial transition period.

The company announced Monday that once the amendments are approved, directors elected before the 2017 Annual Meeting of Stockholders would be able to complete their respective three-year terms. Those elected at the 2017 Annual Meeting and onwards would serve for one-year terms.

Currently, the Board consists of three classes, with members of each class elected for staggered three-year terms, with terms of office expiring in successive years. If the proposal is approved by stockholders, all directors would stand for annual elections commencing with the 2019 Annual Meeting of Stockholders.

“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 the 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 proxy access.”

On September 22, 2016, the Board of Directors adopted amendments to the Company’s bylaws to implement “proxy access,” where 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 three percent of the Company’s outstanding shares of Class A common stock, is permitted to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board.

The Board also changed 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, the company explained.

Green Dot Corporation, along with its wholly owned subsidiary bank, Green Dot Bank, 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 provider of mobile banking with its GoBank checking account sold at retailers nationwide and through integrated technology partners. The company’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.

With its headquarters at 3465 E Foothill Blvd. in Pasadena, Green Dot has additional facilities throughout the U.S. and in Shanghai, China.