Green Dot 2015 Annual Report Download - page 31

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• could give rise to perceived uncertainties as to our future direction;
• could adversely affect our relationships with key business partners and regulators;
• could result in loss of current or potential business opportunities;
• could make it more difficult to attract and retain qualified personnel; and
• could result in individuals being elected to our board of directors to pursue a particular agenda, which may
adversely affect our ability to implement our business strategy and create stockholder value.
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.
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.