SEC Comment Letter for GREEN DOT CORP (GDOT) (CIK 0001386278) (GDOT) — May 17, 2016
GREEN DOT CORP (GDOT) (CIK 0001386278)
Date: May 17, 2016 · CIK: 0001386278 · Accession: 0000000000-16-076811
AI Filing Summary & Sentiment
Reasoning
Letter
May 17 , 2016 Via E -Mail Andrew Freedman Olshan, From & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022
Re: Green Dot Corporation DFAN14 A filed on May 16 , 2016 Filed by Harvest C apital Str ategies LLC et al. File No. 1-34819
Dear Mr. Freedman:
We note the press release issued by Harvest Capital Strategies on May 16, 2016 and attached as an exhibit to the above filing. We have the following comment on that press release:
1. As you know, the Glass Lewis report recommends that shareholders use Harvest ’s green proxy card but that they vote for only one of Harve st’s nominees (Mr. Gresham) . Glass Lewis recommends that shareholders withhold authority to vote for your other two nominees, Messrs. Fanlo and Livingston. Your press release states : “GLASS LEWIS AFFIRMS THE NEED FOR CHANGE ON THE GREEN DOT BOARD IN RECOMMENDING SHAREHOLDERS VOTE THE GREEN PROXY CARD .” This disclosure should be clarified and balanced by noting that Glass Lewis recommends that shareholders withhold authority to vote for your two nominees other than Mr. Gresham.
Andrew Freedman , Esq. Olshan, Frome & Wolosky LLP May 17 , 2016 Page 2
Please promptly revise your proxy materials, consistent with our comment above, and advise how your revised disclosure will be disseminated. If you have any questions , please feel free to contact me at (202) 551 -3263 .
Sincerely,
/s/ Christina Chalk
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May 17 , 2016 Via E -Mail Andrew Freedman Olshan, From & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Re: Green Dot Corporation DFAN14 A filed on May 16 , 2016 Filed by Harvest C apital Str ategies LLC et al. File No. 1-34819 Dear Mr. Freedman: We note the press release issued by Harvest Capital Strategies on May 16, 2016 and attached as an exhibit to the above filing. We have the following comment on that press release: 1. As you know, the Glass Lewis report recommends that shareholders use Harvest ’s green proxy card but that they vote for only one of Harve st’s nominees (Mr. Gresham) . Glass Lewis recommends that shareholders withhold authority to vote for your other two nominees, Messrs. Fanlo and Livingston. Your press release states : “GLASS LEWIS AFFIRMS THE NEED FOR CHANGE ON THE GREEN DOT BOARD IN RECOMMENDING SHAREHOLDERS VOTE THE GREEN PROXY CARD .” This disclosure should be clarified and balanced by noting that Glass Lewis recommends that shareholders withhold authority to vote for your two nominees other than Mr. Gresham. Andrew Freedman , Esq. Olshan, Frome & Wolosky LLP May 17 , 2016 Page 2 Please promptly revise your proxy materials, consistent with our comment above, and advise how your revised disclosure will be disseminated. If you have any questions , please feel free to contact me at (202) 551 -3263 . Sincerely, /s/ Christina Chalk Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions