Form 8-K GREEN DOT CORP For: Jun 23
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): June 23, 2026
(Exact Name of the Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|
|
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
| |
(
|
||||||||
| (Address of Principal Executive Offices) |
(Registrant's Telephone Number, Including Area Code)
|
||||||||
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
|
Title of each class:
|
Trading Symbol(s):
|
Name of each exchange on which registered:
|
|
|
|
|
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
|
On June 23, 2026, Green Dot Corporation (“Green Dot”) held a virtual
special 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
Corporation, 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
corporation 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
which, 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
Dot, 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
Mergers, 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”),
pursuant 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
and 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
technology and related assets and operations (together with the Mergers, the “Proposed Transaction”).
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.
| 1. |
To adopt the Merger Agreement (the “merger proposal”);
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
40,869,891
|
139,918
|
52,234
|
N/A
|
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.
| 2. |
To approve the transactions contemplated by the Separation Agreement (the “separation proposal”);
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
40,709,555
|
300,237
|
52,251
|
N/A
|
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.
| 3. |
To 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
contemplated by the Merger Agreement and the Separation Agreement (the “compensation proposal”); and
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
35,353,034
|
4,957,445
|
751,564
|
N/A
|
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.
| 4. |
To 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
approve 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
proposal”).
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
40,501,916
|
500,917
|
59,210
|
N/A
|
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.
| Item 8.01. |
Other Events.
|
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.
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
Joint press release of Green Dot Corporation and CommerceOne Financial Corporation, dated June 23, 2026
|
|
|
104
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
|
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 hereunto duly
authorized.
|
GREEN DOT CORPORATION
|
||
|
By:
|
/s/ Amy Pugh
|
|
|
Name:
|
Amy Pugh
|
|
|
Title:
|
General Counsel
|
|
|
Date: June 23, 2026
|
||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE