Hello, welcome to the special meeting of stockholders of Green Dot Corporation. Please note that the recording of today's meeting is prohibited. During the meeting, a stockholder eligible to vote at the meeting who has logged in as a verified stockholder and not as a guest may submit up to two questions by using the question box in the lower left corner of the meeting page. A member of our investor relations team will follow up after the conclusion of the special meeting. We also welcome you to reach out to our investor relations team. Contact information for our investor relations team can also be found on our website and in the proxy statement. It is now my pleasure to turn today's meeting over to William I. Jacobs, Chief Executive Officer and Chair of the Board of Green Dot Corporation. Mr. Jacobs, the floor is yours. Thank you. Welcome to the special meeting of stockholders of Green Dot Corporation. I am Bill Jacobs, Chief Executive Officer and Chair of the Board. It is my pleasure to welcome you all to this special meeting. Thank you for participating in our virtual meeting today. We appreciate your attendance, interest and support. I will serve as Chairman of this meeting. Present at the meeting are current members of the company's Board of Directors and Amy Pugh, the company's General Counsel. Ms. Pugh will serve as Secretary of this meeting. It is now 12 o'clock Mountain Time, and in accordance with the notice of the meeting, the special meeting will please come to order. This special meeting will be conducted in accordance with the meeting agenda and meeting procedures. If you have not yet received a copy of the meeting agenda or the meeting procedures, they are available online at the special meeting website. Before we begin with the formal business of today's meeting, I wish to express my sincere thanks to the stockholders who submitted their proxies in advance of this meeting, as well as to those of you who are attending virtually today for your interest in the affairs of the company. As described in our proxy statement prospectus for this meeting, we have authorized certain persons to vote proxies as instructed by stockholders, or if no instructions are given on such proxies, to vote as recommended by the Board of Directors. The authorized holders of proxies solicited by the Board of Directors for this meeting are Jess Unruh, the company's Chief Financial Officer, Ms. Pugh, and myself. I would also like to introduce Kevin Chau of Broadridge, who is in attendance and will act as Inspector of Election and assist with the tabulation of proxies and ballots. He has signed an oath of Inspector of Elections, which will be filed with the records of this special meeting. I would now like to ask the Secretary to report on the calling and the giving of notice of this meeting. Thank you, Bill. The special meeting was called by our board of directors, which fixed the close of business on May 15th, 2026, as a record date for the holders of shares of our common stock entitled to receive notice of and to vote at this meeting. The notice of meeting and related proxy soliciting materials, including a proxy statement describing the matters to be voted on in the special meeting and a proxy card, were mailed on May 15th, 2026. The holders of the shares of our common stock of record as of the close of business on the record date. I have an affidavit from Broadridge with respect to the mailing, which is available if any stockholder wishes to examine it and will be filed with the special minutes of this special meeting. The proxy statement prospectus and form of proxy card will also be filed with the minutes of this meeting. As of the close of business on May 15th, 2026, the record date for the special meeting, a total of 56,682,705 shares of our common stock were outstanding and entitled to vote. I have been advised by the Inspector of Election that at least a majority of the company's issued and outstanding shares entitled to vote, as represented in person or by proxy at today's meeting. Since the shareholders of a majority of votes entitled to be cast by the holders of common stock outstanding on the record date and entitled to vote at the special meeting are represented here today, a quorum is present, and the meeting is duly constituted, and the business of the meeting may proceed. Thank you, Ms. Pugh. We will now turn to the four proposals to be presented for a vote of the stockholders. The proposals are described in our proxy statement prospectus. We will hold voting until all proposals have been presented. As described in our proxy materials, our board of directors recommends that Green Dot shareholders vote for each of the proposals as follows. The first proposal, which we refer to as the merger proposal, is to adopt the agreement and plan of merger dated as of November 23rd, 2025, by and among Green Dot, CommerceOne Financial Corp, Compass Sub North, Inc., which we refer to as New CommerceOne, Compass Sub East, Inc., and Compass Sub West, Inc. Pursuant For the merger agreement, Green Dot shareholders will be entitled to receive 0.2215 shares of New CommerceOne common stock and an amount equal to cash equal to $8.11 without interest, and subject to any required tax withholding for each share of Green Dot common stock that they hold. Approval of the merger proposal requires the affirmative vote of a majority of all the votes entitled to be cast thereon by the holders of outstanding Green Dot common stock and is a condition to the completion of the transaction contemplated by the merger agreement and separation agreement. The second proposal, which we refer to as the separation proposal, is to approve the transactions contemplated by the separation agreement dated as of November 23rd, 2025, by and among Green Dot, Green Dot OpCo, LLC, and New CommerceOne. Approval of the separation proposal requires the affirmative vote of a majority of all the votes entitled to be cast therein by the holders of outstanding Green Dot common stock and is a condition to the completion of the transaction contemplated by the merger agreement and the separation agreement. The third proposal, which we refer to as the compensation proposal, is to approve on a non-binding, advisory 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. Approval of the compensation proposal requires the affirmative vote of a majority of the votes cast on the compensation proposal by the holders of Green Dot common stock entitled to vote. The fourth proposal, which we refer to as the adjournment proposal, is to approve the adjournment of the 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. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the adjournment proposal by the holders of Green Dot common stock entitled to vote. Thank you, Bill. We now have some time for stockholders to ask questions. You may submit questions online by entering your question in the question box in the lower left corner of the meeting page. Out of considerations for others, stockholders are to limit themselves to two questions or comments. We will now open the meeting to questions specifically related to the foregoing proposals. Bill, it appears we do have a question. The first question is, what remains to be done or approvals that remain to be received before the merger can be completed? Do you still expect it to close in Q2 of 2026? Thank you for that question. Since it's now June 23rd, I think it is more appropriate to say that the likelihood is that the transaction will close during the third quarter of 2026. We have completed all information necessary to receive appropriate regulatory approvals. We are just waiting for those approvals, and the transaction will close shortly thereafter we receive those approvals. We have an additional question. If proposals one and two are approved, when is the transaction expected to close, and when would the CONE stock begin trading? Which I think you answered the first question already. Yes. As I said, we expect now that the transaction will likely close during the third quarter, and the stock will begin trading shortly thereafter. Thank you. There being no further questions, this concludes the discussion period. I'll turn it back over to Bill. Thank you, Ms. Pugh. The four proposals, as described in the notice of meeting, are now formally before the meeting. The polls are now open for voting on each of the proposals. If you have not voted or wish to change your vote, you may do so now by clicking on the Vote Here button on the meeting page. Any stockholder who has already voted and does not want to change their vote need not take any further action. Once again, as described in our proxy materials, our board of directors recommends that Green Dot stockholders vote for each of the four proposals. We will pause a moment to allow stockholders to vote. Thank you, Bill. The polls are now closed for voting. All ballots are now in the custody of the Inspector of the Elections. No ballot, proxy, or revocation, therefore, will be accepted from this point forward. I will now ask our Inspector of Election to provide a preliminary vote report. The final results of the voting will appear in a current report form on an 8-K that the company will file within four business days after the special meeting. Based on my vote count, the first, second, third, and fourth proposals have been duly approved by Green Dot stockholders. Because there are sufficient votes to approve the merger proposal and the separation proposal, the adjournment contemplated by the adjournment proposal will not be necessary. Thank you. Mr. Chairman, I believe that concludes the business to be conducted at this meeting. Thank you, Ms. Pugh. I would now like to conclude the formal business portion of the meeting. There is no other formal business to come before this special meeting, as chairman of the meeting, I now declare this special meeting adjourned. Ladies and gentlemen, thank you for your attendance at this special meeting. This now concludes the meeting. Thank you for joining, and have a pleasant day.
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