GREENSKY, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On and effective June 4, 2020 , the Board of Directors of GreenSky, Inc.
("GreenSky" or "the Company") appointed Angela M. Nagy , the Company's Senior
Vice President and Chief Accounting Officer, as its principal accounting officer
for purposes of the Company's filings with the Securities and Exchange
Commission . Upon the effective date of Ms. Nagy's appointment, Robert Partlow
will cease to serve as principal accounting officer, but will continue to serve
as the Company's Chief Financial Officer and principal financial officer.
Prior to joining the Company in August 2019 as its Senior Vice President and
Chief Accounting Officer, Ms. Nagy , age 46, was an Executive Director at Ernst &
Young, LLP ("EY"), a professional services firm, in the financial accounting
advisory services practice from 2015 until joining the Company. At EY, Ms. Nagy
provided financial accounting advisory services to public and private companies
across multiple industries; assisted organizations on technical accounting
issues and new accounting standard implementations; and supported companies with
mergers and acquisitions, financial restructurings, process transformation, and
other matters. From 2011 to 2015, Ms. Nagy was the Vice President and Controller
of AGL Resources, Inc. (now a subsidiary of Southern Company), an energy
services holding company. At AGL Resources, she led the accounting team for the
distribution and retail operations, corporate accounting, accounting research,
financial reporting and internal controls functions. Prior to that, Ms. Nagy
served as Vice President and Controller and principal accounting officer of
Mirant Corporation . Ms. Nagy started her career at Arthur Andersen and is a
Certified Public Accountant licensed in Georgia . Ms. Nagy received a Bachelor of
Accountancy and Bachelor of Business Administration in Finance from the
University of Oklahoma and a Master of Business Administration from Georgia
State University .
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders onJune 4, 2020 . Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. At the Annual Meeting, the Company's stockholders voted on two proposals. The proposals are described in detail in the Company's Proxy Statement on Schedule 14A, which was filed with theSecurities and Exchange Commission onApril 28, 2020 . A brief description and the final vote results for the proposals follow. 1.Election of three Class II directors for terms expiring at the 2023 Annual Meeting of Stockholders: Nominee For Withheld Broker Non-Votes Joel Babbit 1,007,413,184 46,865,470 - Arthur Bacci 1,035,355,651 18,923,003 - Robert Sheft 1,035,415,801 18,862,853 - As a result, each nominee was elected to serve as a director for a term expiring at the 2023 Annual Meeting of Stockholders. 2. Advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers as disclosed pursuant to Section 14A of the Securities Exchange Act of 1934, as amended: 1 Year 2 Years 3 Years Abstain Broker Non-Votes Total Shares Voted 409,173,955 45,435 27,798 645,031,466 - As a result, the advised frequency of future stockholder advisory votes on the compensation of the Company's named executive officers was one year. Consistent with the results of the non-binding vote of the stockholders, the Company has determined to hold future advisory votes on the compensation of its named executive officers every year.
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