Green Dot Corp

1. 1

   CommerceOne Mergers Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger among CommerceOne, Green Dot and related merger subsidiaries and the transactions contemplated thereby (the Mergers).

   More detail

   This proposal asks CommerceOne stockholders to approve the Agreement and Plan of Merger, which implements a multi-step transaction in which Merger Sub One merges into CommerceOne, Merger Sub Two merges into Green Dot, and CommerceOne subsequently merges into New CommerceOne, resulting in a combined entity (New CommerceOne) that issues consideration to CommerceOne and Green Dot stockholders. Management seeks shareholder approval because the Merger Agreement requires affirmative stockholder consents as closing conditions and because the transaction materially alters corporate control and capital structure; approval is a condition to closing. The board frames the transaction as delivering strategic benefits: combining CommerceOne and Green Dot businesses, enabling a downstream sale of Green Dot’s non-bank assets, and creating equity incentives under a new combined structure. The Merger Agreement contains customary regulatory, listing and procedural conditions (e.g., SEC effectiveness of the S-4/registration statement, NYSE listing authorization, and requisite regulatory approvals), and also includes mutual standstill and recommendation covenants and typical representations, warranties and closing conditions. The CommerceOne Board considered potential conflicts (including economic interests of certain directors and officers, retention payments, and post-closing roles) and financial advisor analyses, concluding the benefits outweigh risks; it recommends a vote FOR. Key economic elements (fixed exchange ratio and per-share cash component for Green Dot consideration) create exposure to pre-closing share-price movements and mean the deal economics do not adjust downward or upward for market moves, which is an important risk for holders and a key consideration for any activist or competing bidder. The approval threshold is twofold: a majority of votes cast and, per the Merger Agreement, the affirmative vote of a majority of outstanding CommerceOne shares as a closing condition; abstentions are treated differently for quorum and closing-condition purposes. From a governance perspective, the transaction will also amend the combined company’s charter and bylaws and set the post-close management and board structure; shareholders should evaluate the transaction-related compensation, retention payments, and alignment of management incentives. Overall, the proposal is a transformative, transaction- and governance-altering vote that the board believes is in stockholders’ best interests, conditioned on regulatory and listing approvals and customary closing conditions.

2. 1

   Green Dot Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger so Green Dot may be merged as part of the transaction with CommerceOne and related subsidiaries.

   More detail

   This management proposal asks Green Dot stockholders to adopt the Merger Agreement, which is a closing condition for the combined transactions (including the Separation Agreement) and is necessary to effect the Green Dot Merger. Green Dot’s board unanimously supports the proposal, stating the transaction is fair, expedient and in the best interests of Green Dot and its stockholders, and the board relied on financial advice (Citi) and internal diligence in reaching its conclusion. The merger consideration for Green Dot stockholders combines a fixed exchange ratio (0.2215 shares of New CommerceOne common stock, subject to adjustment) and a per-share cash component ($8.11), producing a hybrid consideration package that fixes certain economic outcomes while leaving residual upside to New CommerceOne equity. The proposal is conditioned on shareholder approval and numerous regulatory and listing requirements (SEC registration statement effectiveness, NYSE listing authorization, HSR/other regulatory approvals), and abstentions and broker non-votes will be treated as votes against for the Merger Proposal. Because the Merger Consideration includes a cash component funded by the Payments Sale, the transaction structure creates interdependencies among the Merger, the Separation and the Payments Sale; failures in ancillary conditions could undermine expected cash payments. From a shareholder perspective, the hybrid consideration and the advisory fairness analyses are key elements to weigh; potential plaintiffs have already sent demand letters alleging disclosure omissions, which adds litigation risk and potential delays. Given the strategic rationale posited by management and the unanimous board recommendation, the board urges a FOR vote, while shareholders should evaluate cash funding mechanics, regulatory risk, and potential litigation over disclosures.

3. 2

   New CommerceOne 2026 Equity Incentive Plan Proposal

   ManagementBoard: FOR

   Approve and adopt the New CommerceOne 2026 Equity Incentive Plan (the 2026 Plan) to reserve equity for future grants following the Mergers.

   More detail

   This management proposal requests shareholder approval of a newly adopted equity incentive plan for New CommerceOne that will reserve shares equal to 10% of fully diluted New CommerceOne common stock at closing (subject to certain increases). Management is seeking approval because stock exchange rules and typical governance practices require stockholder approval for equity compensation plans, and because the 2026 Plan will be the vehicle to grant options, restricted stock, RSUs and other awards to attract and retain talent post-closing. The plan becomes effective only if the Mergers close, so its implementation is contingent on the primary transaction. Key design features disclosed include share-reserve mechanics, compliance with Code Sections 162(m) and 409A, limitations on ISO availability, and potential anti-dilution and share-count adjustments as described in Annex J. The board argues that equity-based compensation aligns management and employee interests with long-term stockholder value and is necessary for New CommerceOne to be competitive in recruiting; if the plan is not approved, New CommerceOne may rely on alternative, likely more cash-based, compensation methods which could impose cash burdens. The vote is a simple majority of votes cast; abstentions do not count and the proposal is not a condition to the Merger closing (but the plan’s effectiveness is conditioned on the Merger). Investors should assess dilution, potential ceiling provisions, treatment of outstanding awards at closing, and governance controls (e.g., discretion of the compensation committee) before supporting the plan. Given its contingent nature and role in post-close retention, the board recommends a FOR vote to provide flexibility to execute integration and retention strategies after closing.

4. 2

   Green Dot Separation Proposal

   ManagementBoard: FOR

   Approve the transactions contemplated by the Separation Agreement (the Payments Sale), which sells Green Dot's non-bank financial technology and related assets and operations to a buyer affiliated with CommerceOne-related parties.

   More detail

   This proposal asks Green Dot stockholders to approve the Separation Agreement, which effects the sale of Green Dot’s non-bank financial technology and related assets and operations (the Payments Sale) to an affiliated payments buyer, and is a condition to completion of the Merger transaction. Management frames the Separation as a means to divest certain assets while enabling the strategic combination with CommerceOne; Green Dot’s board unanimously recommends approval, citing fairness and strategic rationale. The Separation has attendant related-party and governance complexities—certain CommerceOne directors and affiliates have interests in Payments Buyer and in related equity commitments—and these related-party links are disclosed and quantified in the filing, which shareholders should scrutinize. The Separation’s successful closing is interdependent with the Merger and is conditioned on regulatory approvals and satisfaction of contractual closing conditions, so execution risk and regulatory-review risk are material. The transaction finances the cash component of the Green Dot Merger Consideration, implicating counterparty and financing risk if the Payments Sale structure changes or fails. Because the Separation directly affects Green Dot’s remaining business mix and potential future cash flows, shareholders should evaluate whether the Separation preserves long-term value or instead transfers value to affiliated buyers; the board believes the former and recommends FOR.

5. 3

   CommerceOne Adjournment Proposal

   ManagementBoard: FOR

   Authorize the holder of any proxy solicited by the CommerceOne Board to vote to adjourn the CommerceOne Special Meeting, if necessary, to solicit additional proxies to obtain approval of the Mergers Proposal.

   More detail

   This proposal asks shareholders to empower the board’s proxy holders to adjourn the special meeting if there are insufficient votes to approve the CommerceOne Mergers Proposal, enabling additional solicitation of proxies. Management is pursuing this as a precautionary governance mechanism to ensure the ability to reach the vote thresholds required for the Merger closing, particularly given that the Merger requires both a majority of votes cast and, as a closing condition, the affirmative vote of a majority of outstanding shares. The adjournment authority is non-substantive with respect to the transaction terms but materially important procedurally: without it, the board may be forced to accept a failed vote and the Merger could not close. The board clarifies that approval of the adjournment proposal is not itself a closing condition and that abstentions and failures to vote are generally not counted toward the adjournment vote. Investors should note that the adjournment enables renewed solicitation efforts, including outreach to large holders and brokers, and may indicate management’s expectation of a close vote; it also gives shareholders additional time to evaluate supplementary disclosures. The request is routine in contested or borderline-consent transactions and is typically supported by management to preserve closing optionality. Given the limited standalone impact on corporate governance and its practical role in facilitating the primary Mergers vote, the board recommends voting FOR.

6. 3

   Green Dot Compensation Proposal (Advisory

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the transaction-related compensation (golden-parachute payments) that may be paid to Green Dot’s named executive officers in connection with the Merger and Separation transactions.

   More detail

   This advisory proposal seeks stockholder input on the transaction-related compensation (often called ‘‘golden parachute’’ or change-in-control payments) disclosed for Green Dot’s named executive officers. It is required under Section 14A and Rule 14a-21(c) to give stockholders an opportunity to express views on whether such compensation arrangements are appropriate in light of the Merger and Separation. The vote is non-binding; regardless of outcome, the contractual obligations to pay compensation where payable will remain in force if the transactions close. Management argues the packages are consistent with market practice and were negotiated to retain key personnel and address employment and change-in-control contingencies; the board recommends a FOR advisory vote. For investors, the key considerations are the quantum of payments relative to performance and retention objectives, alignment of executives’ incentives with long-term stockholder value, and whether the amounts disclosed are reasonable given corporate performance. A negative advisory vote could prompt the board and management to reconsider future compensation practices or engage with shareholders, but would not legally block payments. Shareholders should weigh the advisory nature, disclosure quality, and any potential reputational or governance concerns when casting a vote.

7. 4

   Green Dot Adjournment Proposal

   ManagementBoard: FOR

   Authorize the holder of any proxy solicited by the Green Dot Board to vote to adjourn the Green Dot Special Meeting, if necessary or appropriate, to solicit additional proxies or to provide timely supplements or amendments to the proxy statement/prospectus.

   More detail

   This proposal requests stockholder authorization for the board’s proxy holders to adjourn the Green Dot Special Meeting in order to solicit additional proxies or to permit timely supplemental disclosures; it is a procedural maneuver commonly used when vote counts are close or additional information needs distribution. The adjournment itself does not change substantive deal terms but preserves the ability to achieve the two required approvals (both the Merger and Separation proposals require affirmative votes of a majority of outstanding shares). For Green Dot, abstentions and broker non-votes will be treated as votes against the Merger and Separation proposals, increasing the practical need for potential adjournment and further solicitation. Investors should see this as a contingency to facilitate orderly shareholder decision-making and to enable management to engage with major holders; it may also signal management’s concern about reaching requisite votes on the initial meeting date. The board recommends a FOR vote to retain procedural flexibility; shareholders should note that adjournments can extend uncertainty and may provide time for competing proposals or litigation to develop, though they are routine in transactions requiring multiple approvals.

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When is the Green Dot Corp 2026 special meeting?

Green Dot Corp (GDOT) holds its 2026 special shareholder meeting on Tuesday, June 23, 2026.

What is the record date for the Green Dot Corp 2026 meeting?

The record date for the Green Dot Corp 2026 meeting is Friday, May 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Green Dot Corp's 2026 meeting?

The board is presenting 9 director nominees at the Green Dot Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Green Dot Corp 2026 meeting?

Shareholders will vote on 7 proposals at the Green Dot Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.