{"url_path":"/sec/gdot/8-k/2026-06-24/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1386278/0001140361-26-026125-index.html","accession_number":"0001140361-26-026125","cik":"0001386278","ticker":"GDOT","issuer_name":"GREEN DOT CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1386278/0001140361-26-026125-index.html","primary_entity_key":"0001386278","primary_entity_name":"GREEN DOT CORP"},"word_count":856,"has_tables":true,"body_markdown":"Item 5.07.\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn June 23, 2026, Green Dot Corporation (“Green Dot”) held a virtual\nspecial meeting of stockholders (the “Green Dot special meeting”) to consider certain proposals related to (a) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 23, 2025, by and among Green Dot, CommerceOne Financial\nCorporation, an Alabama corporation (“CommerceOne”), Compass Sub North, Inc., a newly formed Delaware corporation and a direct, wholly owned subsidiary of CommerceOne (“New CommerceOne”), Compass Sub East, Inc., a newly formed Delaware\ncorporation and a direct, wholly owned subsidiary of New CommerceOne (“Merger Sub One”), and Compass Sub West, Inc., a newly formed Delaware corporation and an indirect, wholly owned subsidiary of New CommerceOne (“Merger Sub Two”), pursuant to\nwhich, upon the terms and subject to the conditions set forth therein, (i) Merger Sub One will merge with and into CommerceOne and Merger Sub Two will merge with and into Green Dot (collectively, the “First Mergers”), with CommerceOne and Green\nDot, respectively, surviving the First Mergers; and (ii) following the First Mergers, CommerceOne will merge with and into New CommerceOne, with New CommerceOne surviving under the name “CommerceOne Financial Corporation” (together with the First\nMergers, the “Mergers”), and (b) the Separation Agreement, dated as of November 23, 2025, by and among Green Dot, Green Dot OpCo, LLC (“Payments Buyer”) and New CommerceOne (the “Separation Agreement”),\npursuant to which, upon the terms and subject to the conditions therein, following the First Mergers, (i) Green Dot will convert into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank, a Utah-chartered bank\nand wholly owned subsidiary of Green Dot, to Compass Sub Northwest, Inc., a newly formed Delaware corporation and direct, wholly owned subsidiary of New CommerceOne, and (iii) Payments Buyer will acquire Green Dot and its non-bank financial\ntechnology and related assets and operations (together with the Mergers, the “Proposed Transaction”).\n\n \n\nAs 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\ncommon 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\nDot 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\nto conduct business.\n\n \n\nAt the Green Dot special meeting, Green Dot’s stockholders voted on the following four proposals and cast their votes as set forth\nbelow.  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\nCommission on May 8, 2026.\n\n \n\n1.\n\nTo adopt the Merger Agreement (the “merger proposal”);\n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n40,869,891\n\n139,918\n\n52,234\n\nN/A\n\nThe 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\nDot common stock.  The votes cast in favor of the merger proposal represented more than 99% of all votes cast on the merger proposal.\n\n \n\n2.\n\nTo approve the transactions contemplated by the Separation Agreement (the “separation proposal”);\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n40,709,555\n\n300,237\n\n52,251\n\nN/A\n\nThe 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\nGreen Dot common stock.  The votes cast in favor of the separation proposal represented more than 99% of all votes cast on the separation proposal.\n\n \n\n3.\n\nTo approve, on an advisory (non-binding) basis, the transaction-related compensation payments that will or may be paid to named executive officers of Green Dot in connection with the transactions\ncontemplated by the Merger Agreement and the Separation Agreement (the “compensation proposal”); and\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n35,353,034\n\n4,957,445\n\n751,564\n\nN/A\n\nApproval 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\nonly and will not be binding on Green Dot.\n\n \n\n4.\n\nTo approve the adjournment of the Green Dot special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to\napprove both the merger proposal and the separation proposal, to establish a quorum or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to holders of Green Dot common stock (the “adjournment\nproposal”).\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n40,501,916\n\n500,917\n\n59,210\n\nN/A\n\nBecause 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\nnecessary or appropriate, and accordingly, the Green Dot special meeting was not adjourned and proceeded to conclusion."}