UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Meta Financial Group, Inc.

---

(Name of Registrant as Specified In Its Charter)

 

---

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

---

 

(2)

Aggregate number of securities to which transaction applies:

 

---

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

---

 

(4)

Proposed maximum aggregate value of transaction:

 

---

 

(5)

Total fee paid:

 

---

---

☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

---

 

(2)

Form, Schedule or Registration Statement No.:

 

---

 

(3)

Filing Party:

 

---

 

(4)

Date Filed:

 

---

 

META FINANCIAL GROUP, INC.

5501 South Broadband Lane

Sioux Falls, South Dakota 57108

(605) 782-1767

 

December [•], 2015

 

Dear Fellow Stockholders:

 

On behalf of the Board of Directors and management of Meta Financial Group, Inc. (“Meta Financial” or the “Company”), I cordially invite you to attend our Annual Meeting of Stockholders.  The meeting will be held at 1:00 p.m., local time, on Monday, January 25, 2016, at our main office located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

 

The attached Notice of Annual Meeting of Stockholders and Proxy Statement discuss the business to be conducted at the Annual Meeting.  Also enclosed is a copy of our Summary Annual Report to Stockholders and Annual Report on Form 10-K.  At the Annual Meeting, we will report on Meta Financial’s operations and outlook for the year ahead.

 

You are encouraged to attend the meeting in person.  Whether or not you plan to attend the Annual Meeting, please read the enclosed proxy statement and then complete, sign and date the enclosed proxy card and return it in the accompanying postpaid return envelope, or authorize a proxy by telephone or through the Internet site designated on the enclosed proxy card, as promptly as possible.  This will save us the additional expense of soliciting proxies and will ensure that your shares are represented at the meeting.

 

Regardless of the number of shares you own, your vote is very important.  Please act today.

 

The Board of Directors and management are committed to the continued success of Meta Financial and the enhancement of your investment.  As Chairman of the Board and Chief Executive Officer, I want to express my appreciation for your continued confidence and support.

 

 

META FINANCIAL GROUP, INC.

5501 South Broadband Lane

Sioux Falls, South Dakota 57108

(605) 782-1767

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

To be held on January 25, 2016

 

Notice is hereby given that the Annual Meeting of Stockholders of Meta Financial Group, Inc. will be held at our main office located at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108, on Monday, January 25, 2016, at 1:00 p.m., local time.  At the Annual Meeting, stockholders will be asked to:

 

·

Elect three (3) directors, each for a term of three (3) years;

 

·

Approve, by a non-binding advisory vote, the compensation of our “named executive officers” (a “Say-on-Pay” vote); and

 

·

Approve amendments to Article Fourth of the Company’s Certificate of Incorporation which would:

 

(a) increase the total number of authorized shares of Common Stock, par value $0.01 per share (“Common Stock”), to 15 million shares from 10 million shares; and

 

(b) authorize three million shares of a new class of Nonvoting Common Stock, par value $0.01 per share (“Nonvoting Common Stock”).

 

Your Board of Directors recommends that you vote “FOR” the election of each of the nominated directors, “FOR” the non-binding advisory vote to approve the compensation paid by the Company to our “named executive officers,” and “FOR” the approval of the amendments to the Company’s Certificate of Incorporation.

 

Stockholders also will transact any other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof.  We are not aware of any other business to come before the meeting.

 

The record date for the Annual Meeting is November 27, 2015.  Only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

 

A proxy card and proxy statement for the Annual Meeting are enclosed.  Whether or not you plan to attend the Annual Meeting in person, please take the time to vote now by signing, dating and mailing the enclosed proxy card in the accompanying postpaid return envelope, or authorize a proxy by telephone or through the Internet site designated on the enclosed proxy card, which is solicited on behalf of the Board of Directors.  Your proxy will not be used if you attend and vote at the Annual Meeting in person, and your proxy selection may be revoked or changed prior to the Annual Meeting.  Regardless of the number of shares you own, your vote is very important.  See the instructions on how to vote by telephone or the Internet on page 3 of our proxy statement.  Please act today.

 

Thank you for your continued interest and support.

 

 

Sioux Falls, South Dakota

December [•], 2015

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 25, 2016.

 

The proxy statement and annual report and this notice are available online at www.proxyvote.com.

 

YOU CAN VOTE OVER THE INTERNET BY LOGGING ON TO WWW.PROXYVOTE.COM, AND FOLLOWING THE INSTRUCTIONS PROVIDED.  TO VOTE OVER THE INTERNET, YOU WILL BE REQUIRED TO ENTER THE UNIQUE CONTROL NUMBER IMPRINTED ON YOUR PROXY CARD.  YOU CAN ALSO VOTE BY TELEPHONE AT 1-800-690-6903.

 

IMPORTANT:  THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.  A PRE‑ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.  YOU MAY ALSO AUTHORIZE A PROXY BY TELEPHONE OR THROUGH THE INTERNET SITE DESIGNATED ON THE PROXY CARD.

 

If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Regan & Associates, Inc., which is assisting Meta Financial, toll-free at (800) 737-3426.

 

META FINANCIAL GROUP, INC.

5501 South Broadband Lane

Sioux Falls, South Dakota 57108

(605) 782-1767

 

---

 

PROXY STATEMENT

 

---

 

ANNUAL MEETING OF STOCKHOLDERS

 

To be held January 25, 2016

 

INTRODUCTION

 

The Board of Directors of Meta Financial Group, Inc. (“Meta Financial” or the “Company”) is using this proxy statement to solicit proxies from the holders of Company common stock for use at Meta Financial’s Annual Meeting of Stockholders (“Annual Meeting”).  We are commencing mailing of this proxy statement and the enclosed proxy card to our stockholders on or about December [•], 2015.

 

Certain information provided herein relates to MetaBank, which is a wholly owned subsidiary of Meta Financial.

 

INFORMATION ABOUT THE ANNUAL MEETING

 

Time and Place of the Annual Meeting; Matters to be Considered at the Annual Meeting

 

Time and Place of the Annual Meeting.  Our Annual Meeting will be held as follows:

 

Matters to be Considered at the Annual Meeting.  At the Annual Meeting, stockholders of Meta Financial will be asked to consider and vote on the following proposals:

 

 

 

 

The stockholders will also transact any other business that may properly come before the Annual Meeting.  As of the date of this proxy statement, we are not aware of any other business to be presented for consideration at the Annual Meeting other than the matters described in this proxy statement.

 

Voting Rights; Vote Required

 

Voting Rights of Stockholders.  November 27, 2015 is the record date for the Annual Meeting (the “Record Date”).  Only stockholders of record of Meta Financial common stock as of the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting.  You are entitled to one vote for each share of Meta Financial common stock that you own.  On the Record Date, a total of _________ shares of Meta Financial common stock were outstanding and entitled to vote at the Annual Meeting.

 

Employee Plan Shares.  We maintain the Meta Financial Employee Stock Ownership Plan and the MetaBank Profit Sharing 401(k) Plan (collectively, the “Employee Plans”), which hold collectively ___% of the Meta Financial common stock outstanding as of the Record Date.  Subject to certain eligibility requirements, employees of Meta Financial and MetaBank participate in one or both of the Employee Plans.  Each participant in an Employee Plan is entitled to instruct the trustee of such Employee Plan as to how to vote such participant’s shares of Meta Financial common stock allocated to his or her Employee Plan account.  If an Employee Plan participant properly executes the voting instruction card distributed by the Employee Plan trustee, the Employee Plan trustee will vote such participant’s shares in accordance with the participant’s instructions.  If properly executed voting instruction cards are returned to the Employee Plan trustee with no specific instruction as to how to vote at the Annual Meeting, the trustee may vote such shares in its discretion.  If the Employee Plan participant fails to give timely or properly executed voting instructions to the trustee with respect to the voting of the common stock that is allocated to the participant’s Employee Plan account, the Employee Plan trustee may vote such shares in its discretion.  The Employee Plan trustee will vote the shares of Meta Financial common stock held in the Employee Plans but not allocated to any participant’s account in the manner directed by the majority of the participants who directed the trustee as to the manner of voting their allocated shares.  As of the Record Date, __ of the shares held in the Employee Plans were allocated.

 

Shares Held by a Broker.  If you are the beneficial owner of shares held by a broker in “street name,” your broker, as the record holder of the shares, will vote the shares in accordance with your instructions.  If you do not give instructions to your broker, your broker will nevertheless be entitled to vote the shares with respect to “discretionary” items, but will not be permitted to vote your shares with respect to “non-discretionary” items.  A “broker non-vote” is submitted when a member broker returns a proxy card and indicates that, with respect to a particular matter, it is not voting a specified number of shares on that matter, as it has not received voting instructions with respect to those shares from the beneficial owner and does not have “discretionary” authority to vote those shares on such matter.  The election of directors is considered a “non-discretionary” matter.  Accordingly, your broker may not vote your shares with respect to the three proposals without instructions from you.

 

Votes Required for Quorum.  A quorum is necessary in order for us to conduct the Annual Meeting, and if one-third of all the shares entitled to vote are in attendance at the meeting, either in person or by proxy, then the quorum requirement is met.  Broker non-votes will be counted for purposes of determining whether there is a quorum.

 

Votes Required to Approve Each Proposal:

 

Proposal 1:  Election of Directors.  Directors are elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting by holders of Meta Financial common stock.  This means that the three director nominees with the most affirmative votes will be elected.  Shares that are represented by a proxy which are marked “vote withheld” for the election of one or more director nominees and broker non-votes will have no effect on the vote for the election of directors, although they will be counted for purposes of determining whether there is a quorum.  If a director nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee.  If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority.  As of the date of this proxy statement, we are not aware of any reason that a director nominee would be unable to stand for election.

 

Proposal 2:  Say-on-Pay.  This is a non-binding advisory vote.  While the advisory resolution set forth in Proposal 2 below is not binding on the Company, the Board, including the Compensation Committee of the Board, will consider the results of the “Say-on-Pay” vote, the opinions of our stockholders, and other relevant factors in making future decisions regarding the Company’s executive compensation program.

 

Proposal 3:  Approval and Adoption of the Amendments to the Certificate of Incorporation.  The affirmative vote of at least a majority of the outstanding shares of Common Stock entitled to vote is required to approve and adopt the amendments to the Certificate of Incorporation contemplated by Proposals 3a and 3b.  Abstentions and broker non-votes will have the same effect as votes “against” this proposal.

 

Effect of Broker Non-Votes.  Brokers, banks or other nominees who hold shares in street name for their customers which are the beneficial owners of those shares have discretionary authority to vote shares without instructions from beneficial owners on matters considered “routine” (as determined in accordance with the rules of the New York Stock Exchange).  On non-routine matters, brokers, banks and nominees do not have discretion to vote shares without instructions from beneficial owners and thus are not entitled to vote on such proposals in the absence of such specific instructions.  A “broker non-vote” is submitted when a member broker returns a proxy card and indicates that, with respect to a particular matter, it is not voting a specified number of shares on that matter, as it has not received voting instructions with respect to those shares from the beneficial owner and does not have discretionary authority to vote those shares on such matter.  Each of Proposal 1:  Election of Directors, Proposal 2:  Say-on-Pay and Proposal 3: Approval of the amendments to the Certificate of Incorporation are considered “non-routine” matters, and your broker will not be able to vote your shares with respect to these matters without your instructions.  Broker non-votes will not be counted for any purpose in determining whether a matter has been approved.  Shares represented by such broker non-votes will, however, be counted in determining whether there is a quorum.

 

The members of the Board of Directors unanimously recommend that you vote “FOR” each of the director nominees set forth in this proxy, “FOR” the non-binding advisory vote to approve the compensation paid by us to our “named executive officers,” and “FOR” the amendments to the Certificate of Incorporation.

 

Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs

 

Voting of Proxies.  You may vote in person at the Annual Meeting or by proxy.  To ensure your representation at the Annual Meeting, we recommend that you vote now by proxy even if you plan to attend the Annual Meeting.  You may change your vote by attending and voting at the Annual Meeting or by submitting another proxy with a later date.  See “—Revocability of Proxies” below.

 

Voting instructions are included on your proxy card.  Shares of Meta Financial common stock represented by properly executed proxies will be voted by the individuals named in such proxy in accordance with the stockholder’s instructions.  If properly executed proxies are returned to Meta Financial with no specific instruction as to how to vote at the Annual Meeting, the persons named in the proxy will vote the shares “FOR” the election of each of the director nominees, “FOR" the non-binding advisory vote to approve the compensation paid by us to our “named executive officers,” and “FOR” the amendments to the Certificate of Incorporation.

 

VOTE BY TELEPHONE — 1-800-690-6903.  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on the day before the meeting date.  Have your proxy card in hand when you call and then follow the instructions.  If you vote by telephone, please do not mail your Proxy Card.

 

VOTE BY INTERNET — www.proxyvote.com.  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on the day before the meeting date.  Have your proxy card in hand when you access the website, and follow the instructions to obtain your records and to create an electronic voting instruction form.  If you vote over the Internet, please do not mail your Proxy Card.

 

The Internet voting procedures are designed to authenticate Meta Financial’s stockholders’ identities, to allow Meta Financial’s stockholders to give their voting instructions and to confirm that Meta Financial’s stockholders’ instructions have been recorded properly.  Stockholders who wish to vote over the Internet should be aware that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies.

 

Any Meta Financial stockholder of record desiring to vote over the Internet will be required to enter the unique control number imprinted on such holder’s proxy card and should therefore have his or her proxy card in hand when initiating the session.  To vote over the Internet, log on to the website www.proxyvote.com, and follow the instructions provided.  Instructions are also included on the proxy card.  You may receive more than one proxy card depending on how your shares are held.  For example, you may hold some of your shares individually, some jointly with your spouse and some in trust for your children, in which case you would receive three separate proxy cards to vote.

 

The persons named in the proxy will have the discretion to vote on any other business properly presented for consideration at the Annual Meeting in accordance with their best judgment.  We are not aware of any other matters to be presented at the Annual Meeting other than those described in the Notice of Annual Meeting of Stockholders accompanying this document.

 

Counting of Votes.  Regan & Associates, Inc., which we have engaged to serve as proxy solicitor in connection with the Annual Meeting, will collect and tabulate all proxies from brokers and banks.  Glen W. Herrick, Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, will act as the inspector of election and will count the votes at the Annual Meeting.

 

Revocability of Proxies.  You may revoke your proxy before it is voted by:

 

·

submitting a new proxy with a later date (your proxy card must be received before the start of the Annual Meeting);

 

·

notifying the Corporate Secretary of Meta Financial in writing before the Annual Meeting that you have revoked your proxy (the notification must be received by the close of business on January 25, 2016); or

 

·

voting in person at the Annual Meeting.

 

If you plan to attend the Annual Meeting and wish to vote in person, we will give you a ballot at the Annual Meeting.  However, if your shares are held in the name of your broker, bank or other nominee, you must bring an authorization letter from the broker, bank or nominee indicating that you were the beneficial owner of Meta Financial common stock on the Record Date if you wish to vote in person.

 

If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Regan & Associates, Inc., toll-free at (800) 737-3426.

 

Proxy Solicitation Costs.  We will pay our own costs of soliciting proxies.  In addition to this mailing, Meta Financial’s directors, officers and employees may also solicit proxies personally, electronically or by telephone.  We will also reimburse brokers, banks and other nominees for their expenses in sending these materials to you and obtaining your voting instructions.  We have engaged Regan & Associates, Inc., a proxy solicitor, to assist in the solicitation of proxies.  We estimate that the fee for such services will be approximately $8,000.

 

STOCK OWNERSHIP

 

Except as otherwise noted, the following table presents information regarding the beneficial ownership of Meta Financial common stock as of November 16, 2015, by:

 

·

those persons or entities (or group of affiliated persons or entities) known by management to beneficially own more than 5% of outstanding Meta Financial common stock;

 

·

each director and director nominee of Meta Financial;

 

·

each “named executive officer” of Meta Financial named in the Summary Compensation Table appearing under “Executive Compensation” below; and

 

·

all of the current executive officers and directors of Meta Financial as a group.

 

The persons named in the table below have sole voting power for all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the footnotes to the table.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”).  In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock which that person has the right to acquire within 60 days of the applicable date, including through the exercise of options or other rights or the conversion of another security, are deemed outstanding for that person.  Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.  Percentage ownership is based upon 8,195,025 shares of common stock outstanding on November 16, 2015.

 

 

---

 

*	Indicates less than 1%.

 

(1)	Except as otherwise indicated in the table, the address for each director and executive officer is c/o Meta Financial Group, Inc., 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

 

(2)	This information is based on a Schedule 13F filed on November 13, 2015 for the quarter ended September 30, 2015 by Second Curve Capital LLC (“Second Curve”).

 

(3)	Includes 46,905 shares which Mr. Haahr has the right to acquire pursuant to stock options within 60 days after the Record Date, and 87,893 shares held by a trust of which Mr. Haahr is a trustee.

 

(4)	Includes 57,983 shares which Mr. Hanson has the right to acquire pursuant to stock options within 60 days after the Record Date.

 

(5)	Includes 20,417 shares which Mr. Moore has the right to acquire pursuant to stock options within 60 days after the Record Date and 12,651 shares as to which Mr. Moore has reported shared ownership.

 

(6)

Includes shares held directly, as well as jointly with family members or held by trusts, with respect to which shares the listed individuals or group members may be deemed to have sole or shared voting and investment power.  Included in the shares reported as beneficially owned by all directors and executive officers are options to acquire 125,305 shares of Meta Financial common stock exercisable within 60 days after the Record Date.

 

PROPOSAL 1:  ELECTION OF DIRECTORS

 

Our Board of Directors currently consists of seven members.  Approximately one-third of the directors are elected annually to serve for three-year periods or until their respective successors are elected and qualified.  All of our director nominees currently serve as Meta Financial directors.

 

The table below sets forth information regarding the members of our Board of Directors continuing in office or nominated for re-election, including their age, position(s) with Meta Financial and term(s) of office.  The following directors are “independent directors,” meeting the criteria for independence in Rule 10A-3(b)(1) under the Exchange Act and Rule 5605(a)(2) of the NASDAQ Listing Rules: Douglas J. Hajek, Elizabeth G. Hoople, Frederick V. Moore and Rodney G. Muilenburg.

 

If before the election it is determined that any director nominee is unable to serve, your proxy authorizes a vote for a replacement nominee if our Board of Directors names one.  At this time, we are not aware of any reason why a nominee might not remain on the ballot until the election.  Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected.  The members of the Board of Directors unanimously recommend that you vote “FOR” each of the director nominees.

 

 

---

 

(1)	Includes service as a director of MetaBank.

 

(2)	The Board of Directors appointed Ms. Hoople to the Board of Directors on October 27, 2014.

 

The principal business experience as well as the key experience, qualifications, attributes and skills that led to a conclusion that the person should serve as a director of Meta Financial is set forth below.  All directors and nominees have held their present positions for at least five years unless otherwise indicated.

 

J. Tyler Haahr — Mr. Haahr is Chairman of the Board and Chief Executive Officer of Meta Financial Group, Inc. and MetaBank.  The Board of Directors elected Mr. Haahr to serve as its Chairman effective October 1, 2011.  Mr. Haahr has been employed by Meta Financial and its affiliates since March 1997.  He was previously a partner with the law firm of Lewis and Roca LLP, Phoenix, Arizona.    Mr. Haahr received his B.S. degree with honors at the University of South Dakota in Vermillion, South Dakota.  He graduated with honors from the Georgetown University Law Center, Washington, D.C.  Mr. Haahr is the brother-in-law of Troy Moore III.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Haahr has developed through his years of service as Chief Executive Officer of Meta Financial and MetaBank, as well as his legal background, enable him to provide the Board of Directors extensive expertise regarding the operations, management and regulation of Meta Financial.  The Board has recommended his nomination for re-election as a director of Meta Financial.

 

Bradley C. Hanson — Mr. Hanson is President of both Meta Financial Group, Inc. and MetaBank, and he is the Division President for the Meta Payment Systems division of MetaBank.  He serves on the Board of Directors and Executive Committee for the Network Branded Prepaid Card Association.  Mr. Hanson has been employed by MetaBank since May 2004.  From 1991 until joining MetaBank in May 2004, Mr. Hanson was employed by Bankfirst in Sioux Falls, South Dakota, where he served in a variety of capacities, including Senior Vice President of Payment Systems from March 2001 to April 2004.  Mr. Hanson received his B.A. degree in Economics from the University of South Dakota in 1988.  He attended the ABA School of Bankcard Management at the University of Delaware in 1996 and the ABA Graduate School of Bankcard Management at the University of Oklahoma in 1997.  Mr. Hanson has been a director of the Company since 2005.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Hanson has developed through his years of involvement in various capacities in the financial services industry enable him to provide the Board of Directors extensive expertise regarding the operations and management of Meta Financial.  The Board has recommended his nomination for re-election as a director of Meta Financial.

 

Elizabeth G. Hoople — Ms. Hoople currently serves as a strategic marketing and payments industry consultant with Bank on Marketing, a consulting firm she formed in March 2013.  From 1998 through March 2013, Ms. Hoople served in various capacities with Wells Fargo & Co. Most recently, she served as Senior Vice President and Division Marketing Manager for Wells Fargo’s Consumer Lending Group where she led marketing strategy and product management for Wells Fargo’s credit card portfolio.  Ms. Hoople received a Bachelor of Music degree from Bowling Green State University in 1981.  The Board of Directors believes that the experience, qualifications, attributes and skills that Ms. Hoople has developed through her years of involvement in various capacities in the financial services industry enable her to provide the Board of Directors extensive expertise regarding the operations and management of Meta Financial.  The Board has recommended her nomination for re-election as a director of Meta Financial.

 

Douglas J. Hajek — Mr. Hajek is a Partner in the Sioux Falls, South Dakota law firm of Davenport, Evans, Hurwitz & Smith, LLP, where his practice is concentrated in corporate, finance and banking matters.  Prior to joining Davenport Evans in 2000, Mr. Hajek worked as a commercial banker, mortgage banker, lawyer and lobbyist.  He currently serves on the Board of MetaBank, the Sioux Falls Area Chamber of Commerce Foundation and the South Dakota Building Authority.  Mr. Hajek received a J.D. with honors from the University of South Dakota, an M.A. in Business from the University of Northern Colorado and a B.S. in Economics from South Dakota State University.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Hajek has developed through his banking, lobbying and legal work as well as his service on Meta Financial’s Compensation Committee and Nominating Committee enable him to provide the Board of Directors with extensive expertise regarding the regulation, operations and management of Meta Financial.

 

Rodney G. Muilenburg — Mr. Muilenburg is a retired dairy specialist with Purina Mills, Inc.  Mr. Muilenburg received a B.A. degree in Biological Science from Northwestern College, Orange City, Iowa; an M.A. degree in secondary school education from Mankato State University, Mankato, Minnesota; and a Specialist Degree in secondary school administration from Mankato State University, Mankato, Minnesota.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Muilenburg has developed through his commercial and agribusiness background, and his service on Meta Financial’s Audit Committee, Compensation Committee and Nominating Committee, enable him to provide the Board of Directors extensive financial, operations and management expertise and that he should continue to serve as a director of Meta Financial.

 

Frederick V. Moore — Mr. Moore has served as President of Buena Vista University in Storm Lake, Iowa since 1995.  He currently serves as a director of the Iowa Association of Independent Colleges and Universities and the Iowa College Foundation.  He formerly served as a director of the Council for Adult and Experiential Learning.  Mr. Moore is a director of the Iowa Lakes Corridor Development Corporation and serves on the Iowa College Student Aid Commission.  He previously worked in corporate America as a strategic planner, financial analyst and marketing executive.  Mr. Moore is an attorney who received a J.D. with honors, M.B.A. and B.A. degrees from the University of North Carolina at Chapel Hill.  Mr. Moore has been a director of the Company since 2006.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Moore has developed through his position as President of Buena Vista University, an institution that has a $38 million annual budget, as well as his service on Meta Financial’s Audit Committee and Compensation Committee, enable him to provide the Board of Directors extensive financial and management expertise.

 

Troy Moore III — Mr. Moore is Executive Vice President of Sales and Operations of Meta Financial Group, Inc.  The Board of Directors appointed Troy Moore III to fill the vacancy on the Board of Directors created by James S. Haahr’ s retirement, effective October 1, 2011.  Mr. Moore has been employed by Meta Financial Group, Inc. and its affiliates since 1997, serving as Vice President from 1997 to 1998, President of the Central Iowa Market of MetaBank from 1998 to 2005 and Vice President and Chief Operating Officer of Meta Financial Group, Inc. from 2005 to 2013.  Mr. Moore received a Bachelor of Business Administration degree from Iowa State University, Ames, Iowa.  Mr. Moore is the brother-in-law of Mr. Haahr.  The Board of Directors believes that the experience, qualifications, attributes and skills that Mr. Moore has developed through his years of involvement in various capacities in the financial services industry enable him to provide the Board of Directors extensive expertise regarding the operations and management of Meta Financial.

 

COMMUNICATING WITH OUR DIRECTORS

 

The Company has no formal process by which stockholders may communicate directly with directors, although it believes that its informal process, in which any communication addressed to the Board of Directors at the Company’s offices at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108, in care of Investor Relations, the Chairman of the Board, or other corporate officer is forwarded to the Board, has served the Board’s and stockholders’ needs.  There is currently no screening process, and all stockholder communications that are received by officers for the Board’s attention are forwarded to the Board.  In view of SEC disclosure requirements relating to this issue, the Board may consider the development of more specific procedures.  Until any other procedures are developed, any communications to the Board should be sent to it in care of Investor Relations.

 

MEETINGS AND COMMITTEES

 

Meetings

 

Meetings of the Board of Directors are generally held on a monthly basis.  The Board of Directors conducted 12 regular meetings during fiscal 2015.  Each director attended at least 75% of the Board meetings and any committees on which he or she served during fiscal 2015.

 

Committees

 

During fiscal 2015, the Board of Directors of Meta Financial had an Audit Committee, Compensation Committee and Nominating Committee.  Charters of each of the committees can be found on the Company’s website at www.metafinancialgroup.com, “Corporate Governance.”

 

The current committee assignments are shown below:

 

 

The Audit Committee met five times during fiscal 2015.  The functions of the Audit Committee are as follows:

 

·

Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and regulatory compliance;

 

·

Monitor the independence and performance of the Company’s independent registered public accounting firm and internal auditing department; and

 

·

Provide an avenue of communication among the independent auditors, management, the internal auditing department and the Board of Directors.

 

The Compensation Committee met six times during fiscal 2015.  The functions of the Compensation Committee are as follows:

 

·

Make salary and bonus recommendations to the Board of Directors and determine the terms and conditions of employment of the officers of Meta Financial and MetaBank;

 

·

Oversee the administration of our employee benefit plans covering employees generally;

 

·

Administer our stock incentive plan; and

 

·

Make recommendations to the Board of Directors with respect to our compensation policies and changes in year-to-year compensation packages.

 

The Nominating Committee, which met one time during fiscal 2015, is comprised entirely of “independent directors”, meeting the criteria for independence in Rule 10A-3(b)(1) under the Exchange Act and Rule 5605(a)(2) of the NASDAQ Listing Rules.  Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Nominating Committee, or by any stockholder entitled to vote for the election of directors who complies with the notice procedures set forth in the By-laws of Meta Financial.  Pursuant to the By-laws, nominations by stockholders must be delivered in writing to the Secretary of Meta Financial at least 30 days prior to the date of the Annual Meeting; provided, however, that in the event that less than 40 days’ notice or prior disclosure of the date of the Annual Meeting is given or made to stockholders, to be timely, notice by the stockholder must be received at the executive offices of Meta Financial not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure thereof was made.  Except as may be required by rules promulgated by NASDAQ or the SEC, currently there are no specific minimum qualifications that must be met by each candidate for the Board of Directors, nor are there any specific qualities or skills that are necessary for one or more of the members of the Board of Directors to possess.  In evaluating candidates proposed by either the Board or stockholders, the Board looks for director candidates who possess the skills, experience, professional background and commitment necessary to contribute significantly to the Board.  In making its determinations, the Board considers all relevant laws and regulations as well as other factors deemed important by it (such as the present composition of the Board).  The Nominating Committee will also take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ Listing Rules and, if a nominee is sought for service on the Audit Committee, the financial and accounting experience of a candidate, including whether an individual qualifies as an audit committee financial expert.  Although the Nominating Committee and the Board do not have a formal policy with regard to the consideration of diversity in identifying a director nominee, diversity is considered in the identification process.  While attributes such as relevant experience, financial acumen, and formal education are always considered in the identification process, the Nominating Committee and the Board will also evaluate a potential director nominee’s personal character, community involvement, and willingness to serve so that he or she can help further the Company’s role as a community-based financial institution.

 

The Company is incorporated in Delaware and has held its annual meetings in Iowa or South Dakota since its incorporation.  Senior members of management have been present at each annual meeting to meet with stockholders and answer any questions.  Historically, stockholder attendance has been limited, which we attribute to our policy of regular and detailed communications with our stockholders and investors through meetings with management and other investor relations activities.  In view of the fact that stockholders have not historically attended our annual meetings and that a majority of our directors have historically attended our annual meetings, we have not adopted a policy regarding the attendance of directors at the annual meeting.

 

Name		Fee Earned or Paid in Cash ($)				Stock Awards  ($) (1)				Total ($)
Douglas J. Hajek		$	46,634			$	18,684			$	65,318
Elizabeth G. Hoople (2)		$	52,452			$	18,684			$	71,136
Frederick V. Moore		$	53,496			$	18,684			$	72,180
Rodney G. Muilenburg		$	45,288			$	18,684			$	63,972
Jeanne Partlow (3)		$	6,150			$	--			$	6,150

Name and Principal Position		Year		Salary ($)				Stock Awards ($)(1)(2)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
J. Tyler Haahr		2015		$	550,000			$	282,533			$	40,759			$	443,430			$	127,639	(3)			1,444,361
Chairman of the		2014			520,000				407,112				509,031				260,000				122,954				1,819,097
Board and Chief Executive Officer		2013			408,446				322,442				159,973				204,224				97,844				1,192,928
Bradley C. Hanson		2015		$	550,000			$	282,533			$	6,160			$	443,430			$	113,816	(4)		$	1,395,939
President		2014			520,000				407,121				477,025				260,000				109,093				1,773,239
		2013			360,500				376,619				--				180,250				81,779				999,148
Glen W. Herrick		2015		$	255,000			$	130,130				--			$	200,126			$	48,408	(5)			633,665
Executive Vice		2014			225,000				123,780				--				112,500				32,119				493,399
President, Chief Financial Officer, Treasurer and Secretary
Troy Moore III		2015		$	252,350			$	61,305			$	23			$	94,177			$	58,193	(6)		$	466,049
Executive Vice		2014			252,350				80,209				49				126,175				60,667				519,450
President of		2013			252,350				47,654				4				63,088				50,671				413,767
Retail Banking
Ira D. Frericks		2015		$	218,500			$	55,441				--			$	122,486			$	36,832	(7)		$	433,259
Executive Vice		2014			210,000				52,519				--				105,000				33,536				401,055
President and Chief
Operating Officer
Ronald W.		2015		$	230,000			$	116,735			$	115,253			$	128,933			$	47,939	(9)			638,860
Butterfield		2014			215,000				53,750				--				107,500				38,362				414,612
Former Executive Vice President and Chief Administrative Officer (8)

Name		Grant Date		All Other Stock Awards: Number of Shares of Stock or Units (#)(1)				Grant Date Fair Value of Stock and Option Awards ($)(2)
J. Tyler Haahr		9/30/15			12,802			$	534,740
Bradley C. Hanson		9/30/15			12,802			$	534,740
Glen W. Herrick		9/30/15			4,395			$	183,579
Troy Moore III		9/30/15			2,068			$	86,380
Ira D. Frericks		9/30/15			2,690			$	112,361
Ronald W. Butterfield		9/30/15			2,832			$	118,293

		Option Awards						Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Option Exercise Price ($)		Option Expiration Date		Number of  Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That  Have Not Vested ($)(2)
J. Tyler Haahr		8,940		24.430		9/29/16
		7,155		39.840		9/28/17
		15,766		16.000		9/30/18
		8,449		23.010		9/30/19
		6,595		31.790		9/30/20
								12,802(4)		534,740
Bradley C. Hanson		25,700		24.430		9/29/16
		5,400		39.840		9/28/17
		13,514		16.000		9/30/18
		7,407		23.010		9/30/19
		5,962		31.790		9/30/20
								12,802(4)		534,740
Glen W. Herrick		-		-		-		2,000(3)		79,140
								4,395(4)		183,579
Troy Moore III		4,275		39.840		9/28/17
		6,250		16.000		9/30/18
		5,556		23.010		9/30/19
		4,336		31.790		9/30/20
								2,068(4)		86,380
Ira D. Frericks		-		-		-		2,690(4)		112,361

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($) (1)
J. Tyler Haahr			2,160			$	51,710				550			$	18,684
Bradley C. Hanson			23,937			$	526,353				550			$	18,684
Glen W. Herrick			--			$	--				1,000			$	39,570
Troy Moore III			4,800			$	75,792				550			$	18,684
Ronald W. Butterfield			3,119			$	37,412				-			$	-

Pension Benefits

The following table sets forth information for each plan that provides benefits at, following or in connection with the retirement of the Company’s named executive officers as of the fiscal year ended September 30, 2015.

 

---

 

(1)	Certain information concerning the assumptions used in the calculation of these amounts is disclosed in Note 12 to our Consolidated Financial Statements included in our fiscal 2015 Annual Report on Form 10-K.

(2)	Of this amount, as of the date of this proxy, only $9,114 has vested.

(3)	Profit sharing contributions for fiscal year 2015 are based upon the fiscal year 2014 contribution rate of 5.04% and the deferred compensation limit defined by the Code applicable to our plan year of $260,000.

 

Retirement Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

Most of our employees, including the members of our executive management team, which includes the named executive officers, participate in the MetaBank Profit Sharing 401(k) Plan and the Meta Financial Group, Inc. Employee Stock Ownership Plan.  The named executive officers also participate in the Supplemental Employees’ Investment Plan for Salaried Employees (the Benefit Equalization Plan or BEP) and related Trust Agreement.  This plan is an excess benefit plan that provides for employer contributions to the extent that Code Section 401(a)(17) and/or Code Section 415 limits the amounts that may be contributed to a participant’s qualified plan account.

Benefits payable under the BEP are designed to be taxable as ordinary income at the time of distribution.  The BEP was amended during 2008 to comply with Code Section 409A.

Potential Payments Upon Termination or Change in Control

The Company entered into a restricted stock agreement with Glen W. Herrick on March 29, 2013, which provides for the grant of 4,000 shares of restricted stock.  Of the 4,000 shares, 1,000 shares vested on March 29, 2014, 1,000 shares vested on March 29, 2015 and the remaining 2,000 shares vest in 1,000 share increments on each of March 29, 2016 and 2017.  The agreement further provides that if Mr. Herrick incurs a termination of employment during the vesting period due to disability, death or retirement (as defined in the 2002 Plan), the restrictions will lapse and he will be fully vested in the restricted stock.  In addition, if a tender offer or exchange offer for shares of Company common stock (other than such an offer by the Company) is commenced, or if the stockholders of the Company approve an agreement providing either for a transaction in which the Company will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all of the assets of the Company, any unvested shares that have not previously been forfeited shall become fully vested upon the occurrence of such event.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.  Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors of Meta Financial that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into its annual report on Form 10-K.

 

 

RELATED PERSON TRANSACTIONS

Executives

Troy Moore III is a brother-in-law of J. Tyler Haahr and received approximately $466,000, $519,000 and $414,000 of total compensation as an officer in fiscal years 2015, 2014 and 2013, respectively.

Loans

MetaBank has followed a written policy of granting loans to eligible directors, officers, employees and members of their immediate families for the financing of their personal residences and for consumer purposes.  As of September 30, 2015, all loans or extensions of credit to executive officers and directors were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to MetaBank, and did not involve more than the normal risk of collectability or present other unfavorable features.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Meta Financial’s directors and executive officers, and persons who own more than 10% of a registered class of Meta Financial’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Meta Financial common stock and other equity securities of Meta Financial generally by the second business day following a transaction.  Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish Meta Financial with copies of all Section 16(a) forms they file.

 

To Meta Financial’s knowledge, based solely on a review of the copies of such reports furnished to Meta Financial and written representations that no other reports were required during the fiscal year ended September 30, 2014, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that one report, reporting one transaction, was not timely filed by Sonja Theisen..

PROPOSAL 2:  ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of our “named executive officers.”  This advisory vote, commonly referred to as “Say-on-Pay,” is not intended to address any specific item of compensation, but instead relates to the compensation of our “named executive officers” as disclosed in the “Summary Compensation Table,” inclusive of all related footnotes, and related narrative of this proxy statement.

The Compensation Committee believes an effective compensation program should be one that is designed to recruit and keep top quality executive leadership focused on attaining long-term corporate goals and increasing stockholder value.  We believe that our executive compensation program is designed to reasonably and fairly recruit, motivate, retain and reward our executives for achieving our objectives and goals.  Through equity grants, each of our executive officers is aligned with the stockholders long-term interests of increasing the value of the Company.

As an advisory vote, the Say-on-Pay resolution is not binding on the Company.  The approval or disapproval of this proposal by stockholders will not require the Board or the Compensation Committee to take any action regarding our executive compensation practices.  The final decision on the compensation and benefits of our executive officers and on whether, and if so, how, to address any stockholder approval or disapproval remains with the Board and the Compensation Committee.  The Board, however, values the opinions of our stockholders as expressed through their votes and other communications.  Accordingly, the Board as well as the Compensation Committee will review and consider the results of the “Say-on-Pay” vote, the opinions of our stockholders and other relevant factors in making future decisions regarding the Company’s executive compensation program.

We encourage our stockholders to read the “Compensation Discussion and Analysis” and related compensation tables and narrative located elsewhere in this proxy statement.  These sections describe our executive compensation policies and practices and provide detailed information about the compensation of our named executive officers.  The Company has in place a performance-based compensation system that links executive pay to the short- and long-term performance of the Company.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the executive compensation paid by the Company to its named executive officers and the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, footnotes and narrative discussion is hereby APPROVED.”

 

PROPOSAL 3:  AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND AUTHORIZE A NEW CLASS OF NONVOTING COMMON STOCK

Proposal 3 contemplates amendments to the Certificate of Incorporation (the “Charter Amendments”) to:

 

a.            increase the number of authorized shares of Common Stock from ten million shares to 15 million shares; and

 

b.           authorize three million shares of a new class of Nonvoting Common Stock.

No increase in the number of authorized shares of preferred stock is proposed.

The complete text of the Charter Amendments is set forth on Appendix A to this Proxy Statement.  Such text is, however, subject to revision for such changes as may be required if only one of Proposal 3a or 3b is approved by the stockholders or as may be required by the Delaware Secretary of State or other changes consistent with this proposal that we may deem necessary or appropriate.

On November 23, 2015, the Board of Directors voted to approve and adopt, and to recommend that stockholders approve and adopt, the Charter Amendments.  If the Company’s stockholders approve one or both of the proposals comprising Proposal 3, we intend to file the corresponding amendment to the Certificate of the Incorporation with the Delaware Secretary of State immediately following the Annual Meeting.

As of November 16, 2015:

●

8,215,275 shares of Common Stock were issued (including 20,250 shares of Common Stock held in treasury) and 8,195,025 shares were outstanding;

●

29,379 shares of Common Stock have been reserved for issuance under the Company’s equity compensation plans; and

●

No shares of Preferred Stock were issued and outstanding.

In addition, on September 23, 2015, the Company entered into a securities purchase agreement with entities affiliated with Brookside Equity Partners LLC (collectively, the “Brookside Buyers”) pursuant to which the Company has agreed to sell to the Brookside Buyers an aggregate of 135,625 shares of Common Stock.  The closing of the sale of the shares is expected to occur on December 17, 2015.

Giving effect to the shares expected to be issued to the Brookside Buyers, only 770,930 shares of Common Stock remain unissued and unreserved as of the Record Date.

Proposal 3a.  Charter Amendment to Increase Authorized Common Stock

The Company’s stockholders will be asked to approve the Charter Amendment to increase the number of authorized shares of Common Stock to 15 million shares.

Reasons for the Amendment to the Certificate of Incorporation

 

As noted above, after giving effect to the shares expected to be issued to the Brookside Buyers, only 770,930 shares of Common Stock remain unissued and unreserved as of November 16, 2015, the Board of Directors believes it is advisable and in the best interests of the Company’s stockholders to make available additional authorized but unissued shares of Common Stock in order to maintain the Company’s flexibility to use capital stock for financing, acquisitions involving the issuances of shares or other business purposes in the future.

 

Upon stockholder approval of this Proposal 3a, other than the issuance of the shares of Common Stock to the Brookside Buyers, the Company does not have any specific plans to issue additional shares of Common Stock based upon the increased number of shares authorized by this Proposal 3a.  Additional shares of Common Stock may be used in the future for various purposes, including raising capital; providing equity incentives to directors and employees to attract and retain talented personnel; expanding the Company’s business through acquisitions or other strategic transactions involving the issuances of shares; paying stock dividends or effecting stock splits; and other general corporate purposes.

Consistent with the currently authorized but unissued shares of Common Stock, the additional shares of Common Stock authorized by this Proposal 3a, if approved by stockholders, would be available for issuance without further action by stockholders, unless further action is required by law, the rules of the NASDAQ Stock Market or any other stock exchange on which the Common Stock, as applicable, may be then listed.

If stockholders do not approve and adopt the proposed Certificate of Amendment to the Certificate of Incorporation, the Company may not be able to pursue the actions noted above when determined by the Board to be appropriate and in the best interests of the Company and its stockholders.

Consequences of Proposal 3a

The newly authorized shares of Common Stock will constitute additional shares of the existing class of Common Stock and, if and when issued, will have the same rights and privileges as the shares of Common Stock currently authorized.  The Common Stock is not entitled to preemptive rights.

While the Company currently has no plans to issue newly authorized shares of Common Stock and this Proposal 3a is not intended to prevent or discourage any actual or threatened takeover of the Company, if this Proposal 3a is approved, under certain circumstances, the amendment could have anti-takeover effects.  For example, in the event of a hostile attempt to acquire control of the Company, it may be possible for the Company to endeavor to impede the attempt by issuing shares of Common Stock, thereby diluting the voting power of the other outstanding shares of Common Stock and increasing the potential cost to acquire control of the Company.  The proposed amendment may also have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes to the Board of Directors that stockholders may wish to make if they are dissatisfied with the performance of the Common Stock.  The additional shares of Common Stock could also be issued in private placements or other transactions without stockholder approval, subject to applicable law and applicable rules and regulations of any securities exchange on which the Company’s shares of capital stock are listed, permitting the acquisition by a holder of a large number of shares of Common Stock or Preferred Stock (which may be convertible into shares of Common Stock).  Accordingly, if this proposal is adopted, the increase in the number of authorized shares of Common Stock may render more difficult or discourage a merger, tender offer or proxy contest (and thereby potentially limit the opportunity for stockholders to dispose of their shares of Common Stock at the higher price generally available in takeover attempts or that may be available under a merger proposal) or the replacement or removal of management or the Board of Directors.  Any such anti-takeover effects may be beneficial to management and the Board of Directors and could have an adverse impact on stockholders.

In addition, because stockholders do not have preemptive rights with respect to the Common Stock, to the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the respective percentage equity ownership of existing holders of Common Stock, if any, and depending on the price at which they are issued, could be dilutive to existing stockholders.

Effectiveness of Amendment to the Certificate of Incorporation

If stockholders approve and adopt the proposed amendment to the Certificate of Incorporation contemplated by this Proposal 3a, the Company will promptly file the Certificate of Amendment to the Certificate of Incorporation with the Delaware Secretary of State following stockholder approval, whereupon the Certificate of Amendment to the Certificate of Incorporation will become effective.

 

The Board of Directors recommends a vote FOR the approval of the amendment to the Certificate of Incorporation contemplated by this Proposal 3a.

Proposal 3b.  Charter Amendment to Authorize New Class of Nonvoting Common Stock

The Company’s stockholders will be asked to approve the Charter Amendment to authorize three million shares of a new class of Nonvoting Common Stock with the terms set forth in the amendment.

Reasons for the Amendment to the Certificate of Incorporation

While the Company currently has no plans to issue Nonvoting Common Stock, the purpose of the amendment is to provide shares of Nonvoting Common Stock for future issuances.  Creation of a new class of Nonvoting Common Stock will provide the Company with the flexibility to raise capital.  In light of regulatory restrictions on ownership of savings institution holding companies that limit the amount of voting securities that an investor can own without prior regulatory filings and approvals, we anticipate that some potential investors may prefer the option of investing in Nonvoting Common Stock, thereby providing investors with the opportunity to participate in economic ownership of the Company, albeit without customary voting rights, and providing the Company with needed equity as this amendment would authorize a new class of stock, there are currently no outstanding shares of Nonvoting Common Stock.

The Nonvoting Common Stock will be identical to Common Stock in all respects, except that the Nonvoting Common Stock will have only those voting rights required by the Delaware General Corporation Law.  The Nonvoting Common Stock will be convertible into shares of Common Stock on the terms set forth in the Charter Amendment.  See the subsection below “Material Terms of the Nonvoting Common Stock.”

Authorized but unissued shares of the Nonvoting Common Stock may be issued from time to time upon authorization by the Board, at such times, to such persons, and for such consideration as the Board may determine in its discretion and generally without further approval by our stockholders (except as may be required for any particular transaction by applicable law or regulation).

If stockholders approve the amendment described in this Proposal 3b, it will become effective upon the filing of the Charter Amendments (or relevant portion thereof) with the Delaware Secretary of State in the form attached hereto as Appendix A, which the Company expects to occur promptly following stockholder approval.

Consequences of Proposal 3b

The new shares of Nonvoting Common Stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding shares of Common Stock, except that the Nonvoting Common Stock will have only those voting rights required by the Delaware General Corporation Law.  Adoption of the proposed amendment and issuance of the Nonvoting Common Stock would not affect the rights of the holders of currently outstanding shares of Common Stock, except for the effects incidental to increasing the number of shares of our Common Stock outstanding, such as dilution of the earnings per share and voting power of current holders of Common Stock, since the Nonvoting Common Stock would be convertible into Common Stock upon a “permitted transfer” (described under “Material Terms of the Nonvoting Common Stock”).  Under the Certificate of Incorporation, the Company’s stockholders do not have preemptive rights with respect to the Nonvoting Common Stock.  As a result, if the Board decides to issue additional shares of Nonvoting Common Stock, the existing holders of the Common Stock or Nonvoting Common Stock would not have any preferential rights to purchase such shares.  See “Effect on Outstanding Common Stock” below for more information regarding the potential dilution to the Company’s current stockholders.

 

While the Company currently has no plans to do so, the issuance of additional shares of Nonvoting Common Stock, or the perception that additional shares of Nonvoting Common Stock may be issued, may also adversely affect the market price of our Common Stock.

Material Terms of the Nonvoting Common Stock

Holders of Nonvoting Common Stock will not be entitled to vote except as required by the Delaware General Corporation Law.  Where the shares of Nonvoting Common Stock are entitled to vote under Delaware law, each holder of Nonvoting Common Stock will have one vote for each share of Nonvoting Common Stock held of record solely on the matters to which such shares are entitled to vote, and subject to the rights and limitations specified by the Delaware General Corporation Law.  Other than voting rights, the Common Stock and Nonvoting Common Stock have the same rights and privileges, share ratably in all assets of the Company upon its liquidation, dissolution or winding-up, will be entitled to receive dividends in the same amount per share and at the same time when, as and if declared by the Board, and are identical in all other respects as to all other matters (other than voting).  Holders of Nonvoting Common Stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any additional shares of Common Stock or Nonvoting Common Stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to the Nonvoting Common Stock.

Each share of Nonvoting Common Stock will automatically convert into one share of Common Stock only in the event of a “permitted transfer” to a transferee.  A “Permitted Transfer” means a transfer by a holder of Nonvoting Common Stock (i) to the Company; (ii) in a widespread public distribution; (iii) in a transfer in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company; or (iv) to a transferee that would control more than 50% of the voting securities of the Company without any transfer from such holder of Nonvoting Common Stock.  Any transfer in violation of the foregoing sentence shall be null and void and the Company shall not have any obligation to recognize such transfer.

Subject to the prior rights of the holders of shares of preferred stock that may be issued and outstanding, the holders of Nonvoting Common Stock are entitled to receive dividends when, as and if declared by the Board out of funds lawfully available for the payment of dividends.

Effect on Outstanding Common Stock

The authorization of the new shares of Nonvoting Common Stock would not, by itself, have any effect on the rights of stockholders.  However, holders of Common Stock have no preemptive rights to acquire additional shares of Common Stock or Nonvoting Common Stock, so the future issuance of shares of Nonvoting Common Stock, including pursuant to potential capital raising initiative, will have a dilutive effect on earnings per share at the time of issuance, and on the voting power of existing stockholders at the time of its conversion into Common Stock.

Effectiveness of Amendment to the Certificate of Incorporation

If stockholders approve and adopt the proposed amendment to the Certificate of Incorporation contemplated by this Proposal 3b, the Company will promptly file the Certificate of Amendment to the Certificate of Incorporation with the Delaware Secretary of State following stockholder approval, whereupon the Certificate of Amendment to the Certificate of Incorporation will become effective.

The Board of Directors recommends a vote FOR the approval of the amendment to the Certificate of Incorporation contemplated by this Proposal 3b.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s independent registered public accounting firm is KPMG LLP.  Representatives of KPMG LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire.

The following table presents fees billed by KPMG LLP for the audit of the Company’s annual financial statements and internal control over financial reporting for the years ended September 30, 2015 and 2014, and fees billed for other services rendered by KPMG LLP during 2015 and 2014.

Audit fees consist of fees for the audit of the Company’s annual financial statements and internal control over financial reporting, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

Audit-related fees consist of fees for audits of financial statements of the employee benefit plan maintained by the Company, fees related to the Company’s registration statements, fees for professional services rendered for Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) and assistance with accounting research matters.

Tax fees consist of fees for tax consultation and tax compliance services for the Company and the employee benefit plan maintained by the Company.

The Company’s Audit Committee has considered and concluded that the provision of all non-auditing services (and the aggregate fees billed for such services) in the fiscal year ended September 30, 2015, by KPMG LLP is compatible with maintaining the independence of the independent registered public accounting firm.

Pre-Approval Policy.  The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors.  The non-audit services include audit-related, tax, and SSAE 16 services.  The Audit Committee’s policy is to pre-approve all services and fees for up to one year, which approval includes the appropriate detail with regard to each particular service and its related fees.  In addition, the Audit Committee can be convened on a case-by-case basis to approve any services not anticipated or services whose costs exceed the pre‑approved amounts.

During the last two fiscal years ended September 30, 2015, 100% of all audit and permissible non-audit services were pre-approved by the Audit Committee.

STOCKHOLDER PROPOSALS FOR THE YEAR 2016 ANNUAL MEETING

Under Rule 14a-8 under the Exchange Act, stockholder proposals to be presented at Meta Financial’s 2016 Annual Meeting of Stockholders must be received by our Secretary no later than August 24, 2016, to be eligible for inclusion in Meta Financial’s proxy statement and form of proxy related to the 2016 Annual Meeting.  Any such proposal will be subject to the requirements of the proxy rules adopted under the Exchange Act, and as with any stockholder proposal (regardless of whether such proposal is included in Meta Financial’s proxy materials), Meta Financial’s Certificate of Incorporation and By-laws and Delaware law.

 

To be considered for presentation at the next Annual Meeting, but not for inclusion in the Company’s proxy statement and form of proxy for that meeting, proposals must be received by the Company by the Deadline.  As reflected in Meta Financial’s By-laws, the “Deadline” means the date that is 60 days prior to the anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 20 days, or delayed by more than 50 days from such anniversary date, to be timely, notice by the stockholder must be so delivered not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the day on which notice of the date of the annual meeting was mailed or public announcement of the date of such meeting is first made.  If a stockholder proposal that is received by the Company after the Deadline is raised at the next Annual Meeting, the holders of the proxies for that meeting will have the discretion to vote on the proposal in accordance with their best judgment and discretion, without any discussion of the proposal in the Company’s proxy statement for such Annual Meeting.

Pursuant to Meta Financial’s By-laws, stockholders may nominate a person or persons for election to the Board of Directors at a meeting of stockholders at which directors are to be elected by delivering timely notice in writing to its Secretary.  To be timely, a stockholder’s notice must be delivered or mailed to and received at the Company’s principal executive offices not less than 30 days prior to the date of the meeting; provided, however, that in the event that less than 40 days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.

ANNUAL REPORT ON FORM 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2015, is being distributed concurrently with this proxy statement to all stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders.  Our Annual Report on Form 10-K is not incorporated into this proxy statement and shall not be deemed to be solicitation material.  The Company hereby undertakes to provide to any recipient of this proxy statement, upon his or her request, a copy of any of the exhibits to our Annual Report on Form 10-K.  Requests for such copies should be directed in writing to Investor Relations, Meta Financial Group, Inc., 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the Annual Meeting other than those matters described above in this proxy statement.  However, if any other matter should properly come before the Annual Meeting or any adjournment or postponement thereof, it is intended that holders of the proxies will vote in accordance with their judgment.

 

APPENDIX A

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

META FINANCIAL GROUP, INC.

META FINANCIAL GROUP, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Act”), DOES HEREBY CERTIFY THAT:

“FOURTH:

Subject to the provisions set forth in this Certificate of Incorporation, in accordance with the provisions of Section 242(b)(2) of the Act, the number of authorized shares of any class of stock of the Corporation may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote irrespective of the class vote requirements set forth in Section 242(b)(2) of the Act.

 

 

 

 

 

 

 

 

---