Green Dot 2010 Annual Report Download - page 40

stockholders could sell those shares in the public market without being subject to the volume and other
restrictions of Rules 144 and 701.
In addition, there are approximately 6.5 million shares of our Class A and Class B common stock that
have been registered and are subject to options outstanding or reserved for future issuance under our
stock incentive plans. Of these shares, approximately 2.7 million shares are eligible for sale upon the
exercise of vested options. In addition, the shares subject to an unvested warrant to purchase up to
approximately 4.3 million shares of our Class B common stock would be eligible for sale after the vesting
and subsequent exercise of that warrant.
Our charter documents and Delaware law could discourage, delay or prevent a takeover
that stockholders consider favorable and could also reduce the market price of our stock.
Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in
control of our company. These provisions could also make it more difficult for stockholders to nominate
directors for election to our board of directors and take other corporate actions. These provisions, among
other things:
• provide our Class B common stock with disproportionate voting rights;
• provide for non-cumulative voting in the election of directors;
• provide for a classified board of directors;
• authorize our board of directors, without stockholder approval, to issue preferred stock with terms
determined by our board of directors and to issue additional shares of our Class A and Class B
common stock;
• limit the voting power of a holder, or group of affiliated holders, of more than 24.9% of our common
stock to 14.9%, if we become a bank holding company;
• provide that only our board of directors may set the number of directors constituting our board of
directors or fill vacant directorships;
• prohibit stockholder action by written consent and limit who may call a special meeting of
stockholders; and
• require advance notification of stockholder nominations for election to our board of directors and of
stockholder proposals.
These and other provisions in our certificate of incorporation and bylaws, as well as provisions under
Delaware law, could discourage potential takeover attempts, reduce the price that investors might be
willing to pay in the future for shares of our Class A common stock and result in the trading price of our
Class A common stock being lower than it otherwise would be.
If securities analysts do not continue to publish research or reports about our business or
if they publish negative evaluations of our Class A common stock, the trading price of our
Class A common stock could decline.
We expect that the trading price for our Class A common stock will be affected by any research or reports
that securities analysts publish about us or our business. If one or more of the analysts who currently cover us
or our business downgrade their evaluations of our Class A common stock, the price of our Class A common
stock would likely decline. If one or more of these analysts cease coverage of our company, we could lose
visibility in the market for our Class A common stock, which in turn could cause our stock price to decline.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain
any future earnings and do not expect to pay any dividends in the foreseeable future. Should we complete
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