Green Dot 2013 Annual Report Download - page 32

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• significant volatility in the market prices and trading volumes of financial services company stocks;
• actual or anticipated changes in our results of operations or fluctuations in our operating results;
• actual or anticipated changes in the expectations of investors or the recommendations of any securities analysts
who follow our Class A common stock;
• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape
generally;
• the public’s reaction to our press releases, other public announcements and filings with the SEC;
• litigation and investigations or proceedings involving us, our industry or both or investigations by regulators
into our operations or those of our competitors;
• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
• changes in accounting standards, policies, guidelines, interpretations or principles;
• general economic conditions;
• changes to the indices in which our Class A common stock is included; and
• sales of shares of our Class A common stock by us or our stockholders.
In the past, many companies that have experienced volatility in the market price of their stock have become subject
to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against
us could result in substantial costs and divert our management’s attention from other business concerns, which could
seriously harm our business.
Our charter documents, Delaware law and our status as bank holding company 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 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 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%;
• 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.
In addition to the foregoing, under the BHC Act and the Change in Bank Control Act, and their respective
implementing regulations, Federal Reserve Board approval is necessary prior to any person or company acquiring
control of a bank or bank holding company, subject to certain exceptions. Control, among other considerations, exists
if an individual or company acquires 25% or more of any class of voting securities, and may be presumed to exist if a
person acquires 10% or more of any class of voting securities. These restrictions could affect the willingness or ability
of a third party to acquire control of us for so long as we are a bank holding company.