Green Dot Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

 

As of the close of business on May 15, 2026, the record date for the Green Dot special meeting, there were 56,682,705 shares of Class A common stock, par value $0.001, of Green Dot (“Green Dot common stock”) outstanding, each of which was entitled to one vote for each proposal at the Green Dot special meeting.  At the Green Dot special meeting, a total of 41,062,043 shares of Green Dot common stock were present virtually via the Green Dot special meeting website or by proxy, which represented 72.44% of the shares of Green Dot common stock outstanding and entitled to vote at the Green Dot special meeting, constituting a quorum to conduct business.

 

At the Green Dot special meeting, Green Dot’s stockholders voted on the following four proposals and cast their votes as set forth below.  Each of the four proposals was approved by the requisite vote of Green Dot’s stockholders.  For more information on each of these proposals, see the definitive proxy statement filed by Green Dot with the U.S. Securities and Exchange Commission on May 8, 2026.

 

The merger proposal received the affirmative vote of more than a majority of all the votes entitled to be cast thereon by the holders of outstanding Green Dot common stock.  The votes cast in favor of the merger proposal represented more than 99% of all votes cast on the merger proposal.

 

 

The separation proposal received the affirmative vote of more than a majority of all the votes entitled to be cast thereon by the holders of outstanding Green Dot common stock.  The votes cast in favor of the separation proposal represented more than 99% of all votes cast on the separation proposal.

 

 

Approval of the compensation proposal is not a condition to completion of the Proposed Transaction, and the vote with respect to the compensation proposal was advisory only and will not be binding on Green Dot.

 

 

Because there were sufficient votes to approve both the merger proposal and the separation proposal, no adjournment of the Green Dot special meeting was determined to be necessary or appropriate, and accordingly, the Green Dot special meeting was not adjourned and proceeded to conclusion.

 

 On June 23, 2026, Green Dot and CommerceOne issued a joint press release announcing the results of the Green Dot special meeting and the results of the special meeting of CommerceOne stockholders held on June 23, 2026.  A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  Green Dot and CommerceOne expect the Proposed Transaction to be completed in the third quarter of 2026, subject to receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions set forth in the Merger Agreement and the Separation Agreement.