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GREEN DOT CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

May 23, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment of the 2010 Equity Incentive Plan At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of Green Dot Corporation (the "Registrant") held on May 21, 2014, the Registrant's stockholders approved amendments to the Registrant's 2010 Equity Incentive Plan (the "2010 EIP"). The amendments to the 2010 EIP were approved by the Registrant's Board of Directors on April 7, 2014, subject to the approval of the Registrant's stockholders, and became effective with such stockholder approval on May 21, 2014. As a result of such stockholder approval, the 2010 EIP was materially amended and modified to increase the number of shares reserved for issuance by 3,400,000 shares, of which 1,300,000 shares will not be utilized until substantially all of the shares of the Registrant's Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock have been converted into the Registrant's Class A common stock. In addition to increasing the number of shares reserved for issuance, the amendments to the 2010 EIP removed the provision that allowed shares to be available for reissuance where such shares were used to pay the exercise price of an award or used to satisfy tax withholding obligations. The amendments also eliminated the Registrant's ability to conduct an exchange program under the 2010 EIP without prior stockholder approval. A more complete description of the terms of the 2010 EIP and the material amendments and modifications thereto can be found in "Proposal No. 3-Approval of Amendments to Our 2010 Equity Incentive Plan" (pages 16 through 20) in the Registrant's definitive proxy statement dated April 10, 2014, and filed with the Securities and Exchange Commission on April 10, 2014, which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Registrant's definitive proxy statement are qualified in their entirety by reference to the 2010 EIP, a copy of which is filed as Exhibit 10.1 to this report. Item 5.07 Submissions of Matters to a Vote of Security Holders. On May 21, 2014, Green Dot Corporation (the "Registrant") held its Annual Meeting. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as follows: 1. To elect two Class I directors, each to serve for a three-year term expiring at the 2017 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified or until such director's earlier resignation or removal: Broker Nominee For Withhold Non-Votes Samuel Altman 26,837,860 807,732 4,509,389 Mary J. Dent 27,231,068 414,524 4,509,389

2. To vote on a non-binding advisory resolution to approve executive

compensation: Broker For Against Abstain Non-Votes 17,893,480 8,969,357 782,755 4,509,389

3. To approve amendments to the Registrant's 2010 Equity Incentive Plan:

Broker For Against Abstain Non-Votes 13,936,494 13,442,428 266,670 4,509,389 4. To ratify the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the year ending December 31, 2014: Broker For Against Abstain Non-Votes 31,224,164 726,862 203,955 -

Each of the directors named under Proposal No. 1 was elected.


Item 9.01. Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description of Document Green Dot Corporation 2010 Equity Inventive Plan, as amended 10.1 (including related form agreements)


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Source: Edgar Glimpses

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