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
Filed by the Registrant |X|
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))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
META FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| 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:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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|_| 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:
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4) Date Filed:
[META FINANCIAL GROUP, INC. LETTERHEAD]
December 16, 2005
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of Meta Financial
Group, Inc., we cordially invite you to attend our Annual Meeting of
shareholders. The meeting will be held at 1:00 p.m. local time on Monday,
January 23, 2006, at our main office located at 121 East Fifth Street, Storm
Lake, Iowa.
The attached Notice of Annual Meeting of Shareholders and Proxy Statement
discuss the business to be conducted at the meeting. We have also enclosed a
copy of our Annual Report to Shareholders. At the meeting, we will report on
Meta Financial's operations and outlook for the year ahead.
We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, 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 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.
Your Board of Directors and management are committed to the continued
success of Meta Financial and the enhancement of your investment. As President
and Chief Executive Officer, I want to express my appreciation for your
confidence and support.
Very truly yours,
/s/ J. Tyler Haahr
J. TYLER HAAHR
President and Chief Executive Officer
META FINANCIAL GROUP, INC.
121 East Fifth Street
Storm Lake, Iowa 50588
(712) 732-4117
-----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on January 23, 2006
-----------------------------------------
Notice is hereby given that the Annual Meeting of shareholders of Meta
Financial Group, Inc. will be held at our main office located at 121 East Fifth
Street, Storm Lake, Iowa, on Monday, January 23, 2006, at 1:00 p.m. local time.
At the Annual Meeting, shareholders will be asked to:
o Elect two (2) directors, each for a term of three (3) years.
Your Board of Directors recommends that you vote "FOR" the election of
each of the director nominees.
Shareholders 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 28, 2005. Only
shareholders 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, please take the time to
vote now by signing, dating and mailing 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. Regardless of the number of
shares you own, your vote is very important. Please act today.
Thank you for your continued interest and support.
By Order of the Board of Directors
/s/ J. Tyler Haahr
J. TYLER HAAHR
President and Chief Executive Officer
Storm Lake, Iowa
December 16, 2005
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
META FINANCIAL GROUP, INC.
121 East Fifth Street
Storm Lake, Iowa 50588
(712) 732-4117
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF SHAREHOLDERS
To be held January 23, 2006
INTRODUCTION
Our Board of Directors is using this proxy statement to solicit proxies
from the holders of Meta Financial Group, Inc. ("Meta Financial" or the
"Company") common stock for use at Meta Financial's Annual Meeting of
shareholders ("Annual Meeting"). We are mailing this proxy statement and the
enclosed form of proxy to our shareholders on or about December 16, 2005.
Certain information provided herein relates to MetaBank and MetaBank West
Central, both of which are wholly owned subsidiaries of Meta Financial. MetaBank
and MetaBank West Central are collectively referred to in this proxy statement
as the "Banks."
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:
Date: January 23, 2006
Time: 1:00 p.m., local time
Place: MetaBank
121 East Fifth Street
Storm Lake, Iowa
Matters to be Considered at the Annual Meeting. At the Annual Meeting,
shareholders of Meta Financial are being asked to consider and vote upon the
election of two (2) directors, each for a three-year term. The shareholders also
will 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 Shareholders. November 28, 2005 is the record date for
the Annual Meeting. Only shareholders 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 you own. On November 28, 2005, 2,503,655 shares of Meta
Financial common stock were outstanding and entitled to vote at the Annual
Meeting.
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ESOP Shares. We maintain the Meta Financial Employee Stock Ownership Plan
("ESOP"), which owns approximately 10.4 percent of the Meta Financial common
stock outstanding. Employees of Meta Financial and the Banks participate in the
ESOP. Each ESOP participant is entitled to instruct the trustee of the ESOP how
to vote such participant's shares of Meta Financial common stock allocated to
his or her ESOP account. If an ESOP participant properly executes the voting
instruction card distributed by the ESOP trustee, the ESOP trustee will vote
such participant's shares in accordance with the participant's instructions.
Where properly executed voting instruction cards are returned to the ESOP
trustee with no specific instruction as how to vote at the Annual Meeting, the
trustee may vote such shares in its discretion. In the event the ESOP
participant fails to give timely voting instructions to the trustee with respect
to the voting of the common stock that is allocated to the participant's ESOP
account, the ESOP trustee may vote such shares in its discretion. The ESOP
trustee will vote the shares of Meta Financial common stock held in the ESOP 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.
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. In the case of
non-discretionary items, the shares will be treated as "broker non-votes." The
election of directors is expected to be considered a "discretionary" item, in
which case your broker may vote your shares without instructions from you.
Votes Required for Election of Directors and a Quorum. 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 two
director nominees with the most affirmative votes will be elected to fill the
two available seats. Shares that are represented by 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. 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.
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.
Your Board of Directors unanimously recommends that you vote "FOR" each of
the director nominees set forth in this proxy statement.
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.
-2-
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 shareholder's
instructions. Where properly executed proxies are returned to Meta Financial
with no specific instruction as 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.
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 Shareholders accompanying this document.
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.
Revocability of Proxies. You may revoke your proxy before it is voted by:
o submitting a new proxy with a later date,
o notifying the Corporate Secretary of Meta Financial in writing
before the Annual Meeting that you have revoked your proxy, or
o 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 November 28, 2005, the
record date for voting at the Annual Meeting, if you wish to vote in person.
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.
STOCK OWNERSHIP
The following table presents information regarding the beneficial
ownership of Meta Financial common stock as of November 28, 2005, by:
o those persons or entities (or group of affiliated persons or
entities) known by management to beneficially own more than five
percent of our outstanding common stock;
o each director and director nominee of Meta Financial;
o each executive officer of Meta Financial named in the Summary
Compensation Table appearing under "Executive Compensation" below;
and
o all of the executive officers and directors of Meta Financial as a
group.
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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 subject to outstanding options held by that
person that are currently exercisable or exercisable within 60 days after
November 28, 2005 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person. Percentage ownership is based on 2,503,655 shares of common stock
outstanding on November 28, 2005.
Shares Beneficially Percent of
Beneficial Owners Owned Class
------------------------------------------------------------------- ------------------- ----------
Tontine Financial Partners, L.P. 218,600 8.73%
Meta Financial Group, Inc. Employee Stock Ownership Plan 261,319 (1) 10.44
E. Wayne Cooley, Director 76,170 3.04
E. Thurman Gaskill, Director 50,014 (2) 2.00
James S. Haahr, Chairman of the Board (3) 328,895 (4) 12.81
J. Tyler Haahr, Director, President and Chief Executive Officer(3) 163,516 (5) 6.31
Troy Moore, III, Executive Vice President and Chief Operating
Officer(3) 48,109 (6) 1.90
Bradley C. Hanson, Director, Executive Vice President 7,421 (7) *
G. Mark Mickelson, Director 640 *
Rodney G. Muilenburg, Director 109,051 4.36
Jeanne Partlow, Director 3,978 *
Ronald J. Walters, Senior Vice President, Secretary, Treasurer
and CFO 173 *
Directors and executive officers of Meta Financial
and the Banks as a group (10 persons) 787,967 (8) 29.33
-------------------
* Indicates less than 1%.
(1) Represents shares held by the ESOP, 224,707 shares of which have been
allocated to accounts of participants. Pursuant to the terms of the ESOP,
each ESOP participant has the right to direct the voting of shares of
common stock allocated to his or her account under the ESOP. Security
National Bank, Sioux City, Iowa, as the ESOP trustee, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.
(2) Includes 49,114 shares as to which Mr. Gaskill has reported shared
ownership.
(3) Mr. James S. Haahr is the father of Mr. J. Tyler Haahr and the
father-in-law of Troy Moore, III. Mr. J. Tyler Haahr is the brother-in-law
of Troy Moore, III.
(4) Includes 64,057 shares which Mr. James S. Haahr has the right to acquire
pursuant to stock options within 60 days after November 28, 2005, and
83,869 held by a limited liability company of which Mr. James S. Haahr is
a member.
(5) Includes 3,000 shares as to which Mr. J. Tyler Haahr has reported shared
ownership, 87,224 shares which Mr. J.
-4-
Tyler Haahr has the right to acquire pursuant to stock options within 60
days after November 28, 2005, and 31,708 shares held by a trust of which
Mr. J. Tyler Haahr is a trustee.
(6) Includes 23,136 shares which Mr. Moore has the right to acquire pursuant
to stock options within 60 days after November 28, 2005.
(7) Mr. Hanson joined the Board of Directors on October 24, 2005. His holdings
include 24,921 options to purchase shares, 7,421 of which were vested as
of November 28, 2005 (or which will vest within 60 days of November 28,
2005, and 17,500 of which were not vested as of such date.
(8) 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 purchase 181,838 shares of
Meta Financial common stock.
ELECTION OF DIRECTORS
Our Board of Directors currently consists of eight members. Approximately
one-third of the directors are elected annually to serve for a three-year period
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 our Board of Directors,
including their age, position with Meta Financial and term of office. On
November 28, 2005, Mark Mickelson announced that he would not stand for
re-election to our Board of Directors. Mr. Mickelson is included in the class of
directors with a term expiring at the Annual Meeting, and is a member of the
Audit Committee. Mr. Mickelson's decision not to stand for reelection is not
related to any disagreement between Mr. Mickelson and the Company on any matter
relating to the Company's operations, policies or practices.
If any director nominee is unable to serve before the election, 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 be unable to
serve if elected. 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 Board of Directors recommends you vote
"FOR" each of the director nominees.
Director Term to
Name Age Position(s) Held in Meta Financial Since (1) Expire
---------------------- ----- -------------------------------------------------- --------- -------
Nominees
--------
James S. Haahr(2) 66 Chairman of the Board 1962 2009
Jeanne Partlow 72 Director 1996 2009
Directors Remaining in Office
-----------------------------
E. Wayne Cooley 83 Director 1985 2007
J. Tyler Haahr(2) 42 Director, President and Chief Executive Officer 1992 2007
Bradley C. Hanson 41 Director, Executive Vice President 2005 2007
E. Thurman Gaskill 70 Director 1982 2008
Rodney G. Muilenburg 61 Director 1989 2008
-------------------
(1) Includes service as a director of MetaBank.
(2) James S. Haahr is the father of J. Tyler Haahr.
-5-
The principal occupation of each director of Meta Financial and each of
the nominees for director is set forth below. All directors and nominees have
held their present position for at least five years unless otherwise indicated.
E. Wayne Cooley - Dr. Cooley is Consultant Emeritus of the Iowa Girls'
High School Athletic Union in Des Moines, Iowa. He is Executive Vice President
of the Iowa High School Speech Association, a member of the Buena Vista
University Board of Trustees, a member of the Drake Relays Executive Committee,
and on the Board of Directors of the Women's College Basketball Association Hall
of Fame. Dr. Cooley has served as Chairman of the Iowa Heart Association and as
Vice Chairman of the Iowa Games. He is a 1943 graduate of Buena Vista College in
Storm Lake, Iowa, and holds honorary doctorate degrees from Buena Vista
University in Storm Lake, Iowa and Morningside College in Sioux City, Iowa.
J. Tyler Haahr - Mr. Haahr is President and Chief Executive Officer for
Meta Financial Group, Inc. and MetaBank; Chief Executive Officer of Security
State Bank; Vice President and Secretary of First Services Financial Limited;
and President of First Services Trust Company. 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 serves on
the board of directors of the Sioux Falls YMCA. 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.
E. Thurman Gaskill - Mr. Gaskill has owned and operated a grain farming
operation located near Corwith, Iowa, since 1958. He has served as a
commissioner with the Iowa Department of Economic Development and also as a
commissioner with the Iowa Department of Natural Resources. Mr. Gaskill is the
past president of Iowa Corn Growers Association, past chairman of the United
States Feed Grains Council, and has served in numerous other agriculture
positions. He was re-elected to the Iowa State Senate in 2004 and represents
District 6. He has served as Chairman of the Senate Agricultural Committee and
as Assistant Majority Leader of the Iowa Senate.
Rodney G. Muilenburg - Mr. Muilenburg is a retired dairy specialist with
Purina Mills, Inc. He is currently a Consultant for TransOva Genetics Dairy
Division. Mr. Muilenburg received a B.A. degree in Biological Science from
Northwestern College, Orange City, Iowa; 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.
James S. Haahr - Mr. Haahr is the Chairman of the Board for Meta
Financial, Inc., MetaBank, and MetaBank West Central. Mr. Haahr has served in
various capacities since beginning his career with MetaBank in 1961. He is
Chairman of the Board of Trustees and former Chairman of the Investment
Committee of Buena Vista University. He is a former member of the Savings
Association Insurance Fund Industry Advisory Committee to the FDIC, and past
member of the Legislative Committee of Iowa Bankers Association. Mr. Haahr is
former Vice Chairman of the Board of Directors of the Federal Home Loan Bank of
Des Moines, former Chairman of the Iowa League of Savings Institutions, a former
member of the Board of Directors of America's Community Bankers and a former
director of the U.S. League of Savings Institutions. Mr. Haahr received his B.S.
degree from Buena Vista College in Storm Lake, Iowa.
Jeanne Partlow - Mrs. Partlow retired in June 1998 as President of the
Iowa Savings Bank Division of MetaBank, located in Des Moines, Iowa. She was
President, Chief Executive Officer and Chairman of the Board of Iowa Savings
Bank, F.S.B., from 1987 until the end of December 1995, when
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Iowa Savings Bank was acquired by and became a division of MetaBank. Mrs.
Partlow is a past member of the Board of Directors of the Federal Home Loan Bank
of Des Moines with over 30 years of bank management experience.
Bradley C. Hanson - Mr. Hanson is an Executive Vice President of both the
Company and MetaBank, and he is the Division President for the Meta Payment
Systems division of Metabank. 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.
COMMUNICATING WITH OUR DIRECTORS
Although the Company has not to date developed formal processes by which
shareholders may communicate directly with directors, it believes that the
informal process, in which any communication addressed to the Board at the
Company's offices at 121 East Fifth Street, Storm Lake, Iowa 50588, in care of
Investor Relations, the Chairman of the Board, President or other corporate
officer is forwarded to the Board, has served the Board's and shareholders'
needs. There is currently no screening process, and all shareholder
communications that are received by officers for the Board's attention are
forwarded to the Board. In view of recently adopted SEC disclosure requirements
relating to this issue, the Board may consider 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 2005. Each
director attended at least 75% of the Board meetings and any committees on which
he or she served.
Committees
The Board of Directors of Meta Financial has an Audit Committee,
Compensation Committee, Stock Option Committee, and Nominating Committee.
Audit Committee Compensation Committee
--------------- ----------------------
E. Wayne Cooley E. Wayne Cooley
G. Mark Mickelson E. Thurman Gaskill
Jeanne Partlow Rodney G. Muilenburg
Jeanne Partlow
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Stock Option Committee Nominating Committee
---------------------- --------------------
E. Thurman Gaskill E. Thurman Gaskill Rodney
G. Muilenburg Rodney G. Muilenburg
Jeanne Partlow
The Audit Committee met four times during fiscal 2005. The functions of
the Audit Committee are as follows:
o Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting, and
regulatory compliance;
o Monitor the independence and performance of the Company's
independent auditors and internal auditing department; and
o Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.
The Compensation Committee met one time during fiscal 2005. The functions
of the Compensation Committee are as follows:
o Make salary and bonus recommendations, administer our restricted
stock plan, and determine terms and conditions of employment of the
officers of Meta Financial;
o Oversee the administration of our employee benefit plans covering
employees generally; and
o Make recommendations to the Board of Directors with respect to our
compensation policies.
The Stock Option Committee met one time during fiscal 2005. The functions
of the Stock Option Committee are as follows:
o Administer our stock incentive plans; and
o Make recommendations to the Board of Directors with respect to our
stock compensation policies.
The Nominating Committee is comprised entirely of "independent directors",
meeting the criteria for independence in Rule 10A-3(b)(1) under the Exchange Act
and Rule 4200 of the NASDAQ Marketplace Rules. The Nominating Committee operates
pursuant to a written charter, a copy of which was attached to last year's proxy
statement as Appendix A. 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 shareholder 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 shareholders 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
shareholders, to be timely, notice by the shareholder 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
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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.
The Company is incorporated in Delaware and has held its annual meetings
in Iowa since its incorporation. Senior members of management have been present
at each annual meeting to meet with shareholders and answer any questions.
Historically, shareholder attendance has been limited, which we attribute to our
policy of regular and detailed communications with our shareholders and
investors through meeting with management and other investor relations
activities. In view of the fact that shareholders have not historically attended
our annual meetings, and that a high percentage of directors generally are
present at the annual meeting, we have not adopted a policy regarding the
attendance of directors at the annual meeting.
Audit Committee Matters
The following Report of the Audit Committee of the Board of Directors
shall not be deemed to be soliciting material or to be incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934 as amended (the "Exchange Act"), except to the extent Meta Financial Group,
Inc. specifically incorporates this Report therein, and shall not otherwise be
deemed filed under such Acts.
Audit Committee Report. The Audit Committee has issued the following
report with respect to the audited financial statements of the Company for the
fiscal year ended September 30, 2005:
o The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2005 audited financial statements;
o The Audit Committee has discussed with the Company's independent
auditors (McGladrey & Pullen, LLP) the matters required to be
discussed by Statement on Auditing Standards No. 61 "Communication
with Audit Committees";
o The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards
Board Standard No. 1 (which relates to the auditors' independence
from the Company and its related entities) and has discussed with
the auditors their independence from the Company; and
o Based on the review and discussions referred to in the three items
above, the Audit Committee recommended to the Board of Directors
that the fiscal 2005 audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2005.
Submitted by the Audit Committee of the Company's Board of Directors:
E. Wayne Cooley G. Mark Mickelson Jeanne Partlow
Audit Committee Member Independence and Audit Committee Charter. Each
member of the Audit Committee is a non-employee director who: (1) meets the
criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act
and Rule 4200 of the NASDAQ Marketplace Rules; (2) has not participated in the
preparation of the financial statements of Meta Financial or any of its current
subsidiaries at any time during the past three years; and (3) is able to read
and understand fundamental financial statements, including a company's balance
sheet, income statement and cash flow statement.
-9-
Our Board of Directors has determined that our Audit Committee has at least one
member who qualifies as an "audit committee financial expert" as that term is
defined in the rules and regulations of the SEC. The Board has determined that
Mr. Mickelson and Ms. Partlow, based upon their experience, training and
education, each qualifies as an audit committee financial expert by virtue of
the fact that they have (a) an understanding of generally accepted accounting
principles ("GAAP") and financial statements; (b) the ability to assess the
general application of GAAP in connection with accounting for estimates,
accruals and reserves; (c) experience preparing, auditing, analyzing or
evaluating financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity
of issues that can reasonably be expected to be raised by the Company's
financial statements as well as experience actively supervising one or more
persons engaged in such activities; (d) an understanding of internal controls
and procedures for financial reporting; and (e) an understanding of audit
committee functions. The Company's Board of Directors has adopted a written
audit committee charter, a copy of which was attached as Appendix A to the
Company's proxy statement for the 2004 Annual Meeting of Stockholders.
COMPENSATION OF DIRECTORS
During the fiscal year ended September 30, 2005, all directors of Meta
Financial received an annual retainer of $5,000. For fiscal 2005, non-employee
directors of MetaBank were paid an annual retainer of $6,000. Non-employee
directors of MetaBank West Central were not paid an annual retainer. Directors
of Meta Financial do not receive any additional fees for attending board or
committee meetings. Each of the directors of Meta Financial also serves as a
director for each of the Banks. Board members who are employees of the Banks do
not receive a fee for their service on the Banks' Boards, or their respective
committees. Non-employee directors of MetaBank also receive $750 for each
meeting of the board attended and $200 for each board committee meeting
attended, except for the Board Loan Committee, whose members receive a retainer
of $2,000 per year for such services. Non-employee directors of MetaBank West
Central receive $400 for each meeting of the board attended and $100 for each
board committee meeting attended.
-10-
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth summary information concerning compensation
awarded to, earned by or paid to Meta Financial's chief executive officer and
its other executive officers, whose total salary and bonus exceeded $100,000,
for services rendered in all capacities during the fiscal years ended September
30, 2005, 2004 and 2003. Each of these officers received perquisites and other
personal benefits in addition to salary and bonus during the periods stated. The
aggregate amount of these perquisites and other personal benefits, however, did
not exceed the lesser of $50,000 or 10% of the total of their annual salary and
bonus and, therefore, has been omitted as permitted by the rules of the SEC. We
will use the term "named executive officers" from time to time in this proxy
statement to refer to the officers listed in the table below.
Long Term
Compensation
Annual Compensation Awards
Salary Bonus Options/SARs All Other
Name and Principal Position Year ($) ($) (#) Compensation ($)
----------------------------------- -------- ----------- ---------- ----------- ----------------
James S. Haahr 2005 $300,800(1) $ -- -- $34,809(3)
Chairman of the Board 2004 277,000(1) 106,000 8,100 47,521
2003 257,000(1) 95,000 7,500 50,655
J. Tyler Haahr 2005 $293,000(2) $ 24,000 2,160 $30,873(3)
President and Chief Executive 2004 270,000(2) 106,000 22,950 45,009
Officer 2003 250,000(2) 91,000 7,350 47,812
Bradley C. Hanson 2005 $175,000 $ 57,750 3,937 $ 5,469(3)
Executive Vice President
Troy Moore III 2005 $125,000 $ 18,750 2,812 $14,536(3)
Executive Vice President
and Chief Operating Officer
Ronald J. Walters 2005 $120,000 -- -- $ 7,963(3)
Senior Vice President
Secretary, Treasurer and
Chief Financial Officer
--------------------
(1) Includes $2,000 of deferred compensation, pursuant to the deferred
compensation agreement entered into in 1980 between Mr. James S. Haahr and
MetaBank, and $5,000 for service as a director of Meta Financial.
(2) Includes $5,000 paid to Mr. J. Tyler Haahr for service as a director of
Meta Financial.
(3) Represents the value as of September 30, 2005 of allocations under the
ESOP, contributions under the MetaBank Profit Sharing Plan, payments under
the MetaBank Benefit Equalization Plan and term life insurance premiums
paid to or on behalf of the named executive officers, as follows: Mr.
James S. Haahr - $9,916, $10,593, $8,589 and $5,711, respectively; Mr. J.
Tyler Haahr - $9,916, $10,593, $9,827 and $537, respectively; Mr. Hanson -
$0, $5,259, $0 and $210, respectively; Mr. Moore - $7,028, $7,292, $0 and
$216, respectively; and Mr. Walters - $3,014, $4,235, $0 and $714,
respectively.
-11-
Option Grants in Last Fiscal Year
The following table sets forth information regarding grants of stock
options under our stock option and incentive plans made during the fiscal year
ended September 30, 2005 to the named executive officers. The amounts shown for
each named executive officer as potential realizable values are based on assumed
annualized rates of stock price appreciation of five percent and ten percent
over the full ten-year term of the options, which would result in stock prices
of approximately $30.74 and $48.94, respectively, for options with an exercise
price of $18.87. No gain to the optionees is possible without an increase in
stock price, which benefits all stockholders proportionately. Actual gains, if
any, on option exercise and common stock holdings depend upon the future
performance of Meta Financial common stock and overall stock market conditions.
There can be no assurance that the potential realizable values shown in this
table will be achieved.
Potential Realizable
Value at Assumed Annual
Rates of Stock
Appreciation for Option
Individual Grants Terms
-------------------------------------------------------------------------------------- -----------------------
Number of % of Total Exercise
Securities Options Granted or Base
Underlying Options to Employees in Price Expiration 5% 10%
Name Granted (#) Fiscal Year ($/Sh) Date ($) ($)
---------------------- ------------------ --------------- --------- ---------- --------- ---------
James S. Haahr -- --% $ -- -- $ -- $ --
J. Tyler Haahr 2,160 10.00% $18.87 9/30/15 $25,639 $ 64,951
Bradley C. Hanson 3,937 18.23% $18.87 9/30/15 $46,732 $118,386
Troy Moore, III 2,812 13.02% $18.87 9/30/15 $33,378 $ 84,557
Ronald J. Walters -- -- -- -- $ -- $ --
The option exercise price of the options granted to the named executive
officers shown above was the fair market value of Meta Financial's common stock
on the date of grant. These options vested as of the date of grant. The options
may not be transferred in any manner other than by will or the laws of descent
and distribution and may be exercised during the lifetime of the optionee only
by the optionee or his legal representative upon the optionee's death.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
The following table summarizes for each of the named executive officers
certain information relating to stock options exercised by them during the
fiscal year ended September 30, 2005. Value realized upon exercise is the
difference between the fair market value of the underlying stock on the exercise
date and the exercise or base price of the option. The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the underlying stock on September 30,
2005, which was $18.87 per share. These values, unlike the amounts set forth in
the column "Value Realized," have not been, and may never be, realized. These
options have not been, and may not ever be, exercised. Actual gains, if any, on
exercise will depend on the value of Meta Financial common stock on the date of
exercise. There can be no assurance that these values will be realized.
Unexercisable options are those which have not yet vested.
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Value of Unexercised
Number of Unexercised In-the-Money Options
Options at FY-End (#) at FY-End
------------------------------ ------------------------------
Shares
Acquired
on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
-------------------- --------- ---------- -------------- -------------- ------------- --------------
James S. Haahr 1,575 $14,319 64,057 -- $191,779 --
J. Tyler Haahr 9,000 $47,775 87,224 -- $157,789 --
Bradley C. Hanson -- -- 7,421 17,500 -- --
Troy Moore, III -- -- 23,136 -- $ 53,142 --
Ronald J. Walters -- -- -- -- -- --
Equity Compensation Plans
The following table provides information as of September 30, 2005 related
to our equity compensation plans in effect at that time.
===========================================================================================================
Equity Compensation Plan Information
-----------------------------------------------------------------------------------------------------------
Number of
Securities to
be Issued Upon
Exercise of
Outstanding Weighted-average
Options, Exercised Price of Number of Securities
Warrants and Outstanding Options, Available for Future
Plan Category Rights Warrants and Rights Issuance
-----------------------------------------------------------------------------------------------------------
Equity Compensation Plans
Approved by Security Holders 311,328 $18.11 91,862
-----------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not
Approved by Security Holders -- -- --
-----------------------------------------------------------------------------------------------------------
Total 311,328 $18.11 91,862
===========================================================================================================
Employment Agreements
MetaBank has an employment agreement with each of James S. Haahr, J. Tyler
Haahr, Troy Moore III and Bradley C. Hanson. The employment agreements are
designed to assist Meta Financial and the Banks in maintaining a stable and
competent management team. The continued success of Meta Financial and the Banks
depends, to a significant degree, on the skills and competence of their
officers. Each employment agreement provides for annual base salary in an amount
not less than the employee's
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current salary and a term of three years. Each agreement provides for extensions
of one year, in addition to the then-remaining term under the agreement, on each
anniversary of the effective date of the agreement, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of MetaBank. The agreements terminate upon such named executive
officer's death, for cause, in certain events specified by Office of Thrift
Supervision regulations, or by such named executive officer upon 90 days notice
to MetaBank. Beginning September 30, 2005 for a three year period, the
disinterested members of MetaBank's Board of Directors authorized employment
agreements with Bradley C. Hanson and Troy Moore, III, which were entered into
on October 24, 2005 and each of which were filed as exhibits to a Current Report
on Form 8-K, which was filed with the SEC on October 25, 2005. The Board of
Directors also authorized one year extensions of the named executive officers'
employment agreements of James S. Haahr and J. Tyler Haahr through September 30,
2008.
The employment agreements for each named executive officer provides for
payment to the named executive officer of the greater of his salary for the
remainder of the term of the agreement, or 299% of his base compensation, in the
event there is a "change in control" of Meta Financial or MetaBank where
employment terminates involuntarily in connection with such change in control or
within 12 months thereafter. This termination payment is subject to reduction by
the amount of all other compensation to the named executive officer deemed for
purposes of the Internal Revenue Code of 1986, as amended, to be contingent on a
"change in control", and may not exceed three times the named executive
officer's average annual compensation over the most recent five year period or
be non-deductible by MetaBank for federal income tax purposes. For the purposes
of the employment agreements, a change in control is defined as any event which
would require the filing of an application for acquisition of control or notice
of change in control pursuant to 12 C.F.R. ss. 574.3 or ss. 574.4, respectively.
These events are generally triggered prior to the acquisition or control of 10%
of Meta Financial's common stock. Each agreement also guarantees participation
in an equitable manner in employee benefits applicable to executive personnel.
Based on their current salaries, if employment of Messrs. James S. Haahr,
and J. Tyler Haahr had been terminated as of September 30, 2005, under
circumstances entitling them to termination payments as described above, they
would have been entitled to receive lump sum cash payments of approximately
$1,107,211 and $1,128,252, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation of the executive officers of Meta Financial and the Banks is
currently determined by the Compensation Committee of MetaBank and the Stock
Option Committee of Meta Financial. Directors Cooley, Gaskill, Muilenburg and
Partlow, each of whom are non-employee directors who meets the criteria for
independence set forth in Rule 10A-3(b)(1) under the Exchange Act and Rule 4200
of the NASDAQ Marketplace Rules, are the current members of the Compensation
Committee. Directors Gaskill and Muilenburg are the current members of the Stock
Option Committee. All decisions by the MetaBank Compensation Committee relating
to the cash compensation of executive officers are reviewed by the full Board of
MetaBank, except that Board members who are also executive officers do not
participate in deliberations regarding their own compensation. See "Compensation
Committee Report" below.
COMPENSATION COMMITTEE REPORT
Meta Financial has not paid any cash compensation to its executive
officers since its formation. All executive officers of Meta Financial also
currently hold positions with MetaBank and receive cash compensation from
MetaBank. The function of administering the executive compensation policies of
MetaBank is currently performed by the Compensation Committee of the Board of
Directors of
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MetaBank, consisting of Directors Cooley, Gaskill, Muilenburg and Partlow. All
decisions by the MetaBank Compensation Committee relating to the cash
compensation of MetaBank's executive officers are reviewed by the full Board of
MetaBank, except that Board members who are also executive officers do not
participate in deliberations regarding their respective compensation.
Stock option awards granted under Meta Financial's stock option and
incentive plans are made solely by the Meta Financial Stock Option Committee.
Overview and Philosophy
The MetaBank Compensation Committee has developed and implemented an
executive compensation program that is based on guiding principles designed to
align executive compensation with the values and objectives, business strategy,
management initiatives, and the business and financial performance of Meta
Financial and the Banks. In applying these principals, the MetaBank Compensation
Committee has established a program to:
o Support a performance-oriented environment that rewards performance
not only with respect to our goals, but also our performance as
compared to that of industry performance levels;
o Attract and retain key executives critical to our long-term success;
o Integrate compensation programs with both Meta Financial's and the
Banks' annual and long-term strategic planning and measuring
processes; and
o Reward executives for long-term strategic management and the
enhancement of shareholder value.
Furthermore, in making compensation decisions, the MetaBank Compensation
Committee focuses on the individual contributions of our executive officers. The
MetaBank Compensation Committee uses its discretion to set executive
compensation where, in its judgment, external, internal or an individual's
circumstances warrant it. The MetaBank Compensation Committee also periodically
reviews, both internally and through independent consultants, the compensation
policies of other similarly situated companies, as set forth in various industry
publications, to determine whether our compensation decisions are competitive
within our industry.
Executive Officer Compensation Program
The executive officer compensation program is comprised of base salary,
annual incentive bonuses, long-term incentive compensation in the form of stock
options and restricted stock awards, and various benefits, including medical and
retirement plans generally available to employees of the Banks.
Base Salary. Base salary levels for executive officers are competitively
set relative to other publicly traded banking and thrift companies. In
determining base salaries, the MetaBank Compensation Committee also takes into
account individual experience and performance and specific issues particular to
Meta Financial and the Banks.
Annual Incentive Bonuses. A program of annual incentive bonuses has been
established for executive officers of Meta Financial and the Banks to reward
those officers who provide a level of performance warranting recognition in the
form of compensation above base salary. Incentive bonuses are awarded based on
achievement of individual performance goals and overall performance goals of
-15-
Meta Financial and the Banks, which are established at the beginning of each
fiscal year. Awards are determined as a percentage of each executive officer's
base salary.
Stock Benefit Plans. The stock option and incentive plans are our
long-term incentive plans for directors, officers and employees. The objective
of the program is to align executive and shareholder long-term interests by
creating a strong and direct link between executive pay and Meta Financial's
performance, and to enable executives to develop and maintain a significant,
long-term stock ownership position in Meta Financial common stock. Awards are
made at a level calculated to be competitive with other publicly traded banking
and thrift companies.
Chief Executive Officer Compensation
Mr. James S. Haahr was appointed to the position of President and Chief
Executive Officer of MetaBank in 1974 and Chairman in 1990, and has also served
in such capacities with Meta Financial since its incorporation in 1993. In
October 2003, Mr. Haahr served as Chairman and Chief Executive Officer of both
Meta Financial and MetaBank, with Mr. J. Tyler Haahr serving as President and
Chief Operating Officer. In June, 2005, Mr. J. Tyler Haahr became President and
Chief Executive Officer of the Company, and Mr. James S. Haahr retained his
full-time, salaried position as Chairman of the Board.
Mr. James S. Haahr's fiscal 2005 base salary was $293,800 per year,
subject to such adjustments in future years as shall be determined by the
MetaBank Compensation Committee. Mr. Haahr's base salary for the fiscal year
ended September 30, 2004 was $270,000. In reviewing Mr. James S. Haahr's fiscal
2005 base salary, the MetaBank Compensation Committee noted the median base
salary paid to executive officers in comparable positions was higher than that
paid to Mr. James S. Haahr. As such, the MetaBank Compensation Committee
determined it appropriate to increase Mr. James S. Haahr's base salary for
fiscal 2005.
Mr. J. Tyler Haahr's fiscal 2005 base salary was $288,000 per year,
subject to such adjustments in future years as shall be determined by the
MetaBank Compensation Committee. Mr. Haahr's base salary for the fiscal year
ended September 30, 2004 was $265,000. In reviewing Mr. J. Tyler Haahr's fiscal
2005 base salary, the MetaBank Compensation Committee noted the median base
salary paid to executive officers in comparable positions was higher than that
paid to Mr. J. Tyler Haahr. As such, the MetaBank Compensation Committee
determined it appropriate to increase Mr. J. Tyler Haahr's base salary for
fiscal 2005.
In reviewing the award of incentive-based compensation to Mr. James S.
Haahr and Mr. J. Tyler Haahr for fiscal 2005, the Committee noted that Company
had incurred a loss for the fiscal year which generated negative earnings per
share, return on assets, and return on equity. However, deposit balances grew to
an all-time high as a result of internal growth from existing and newly opened
offices, and from the operations of the Meta Payment Systems division of
MetaBank. Lower costing transaction accounts increased substantially during the
year. Loan balances also rose to an all-time high, while the ratio of
non-performing loans to total loans at fiscal year end continues to be below
state and national averages. As such, the MetaBank Compensation Committee and
the Meta Financial Stock Option Committee determined that while Meta Financial's
overall performance generally did not warrant the payment of cash bonuses and
the awarding of stock options, a reduced cash bonus and stock option award was
granted to Mr. J. Tyler Haahr for his performance during fiscal 2005.
The effect of Section 162(m) of the Internal Revenue Code is to eliminate
the deductibility of compensation over one million dollars, with certain
exclusions, paid to each of certain highly compensated executive officers of
publicly held corporations. Section 162(m) applies to all remuneration,
-16-
both cash and non-cash, that would otherwise be deductible for tax years
beginning on or after January 1, 1994, unless expressly excluded. Because the
current compensation of each of our named executive officers is below the $1
million threshold, we have not yet considered our policy regarding this
provision.
The foregoing report is furnished by the members of the Compensation
Committee of MetaBank and Stock Option Committee of the Board of Directors of
Meta Financial.
E. Wayne Cooley E. Thurman Gaskill Rodney G. Muilenburg Jeanne Partlow
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The rules and regulations of the SEC require the presentation of a line
graph comparing, over a period of five years, the cumulative total shareholder
return to a performance indicator of a broad equity market index and either a
nationally recognized industry index or a peer group index constructed by us.
The following graph compares the performance of Meta Financial's common stock
with the Media General Savings and Loan Index and the Nasdaq Stock Market Index.
The comparison assumes $100 was invested on September 30, 1998 in our common
stock and in each of the foregoing indices and assumes the reinvestment of all
dividends. Historical stock price performance is not necessarily indicative of
future stock price performance.
[Performance Graph Appears Here]
-17-
Comparison of Five-year Cumulative Total Return
(Meta Financial, Media General Savings and Loan Index and the Nasdaq Stock Market Index)
------- ------- ------- ------- ------- -------
9/29/00 9/28/01 9/30/02 9/30/03 9/30/04 9/30/05
------- ------- ------- ------- ------- -------
Meta Financial $100.00 $148.53 $162.74 $259.28 $267.65 $230.13
MG Savings and Loan Index 100.00 133.39 139.97 186.99 218.34 227.22
Nasdaq Market Index 100.00 40.97 32.96 50.52 53.56 60.93
CERTAIN TRANSACTIONS
The Banks have followed a 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, 2005,
all loans or extensions of credit to executive officers and directors were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with the general public
and do not involve more than the normal risk of repayment or present other
unfavorable features.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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% shareholders 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, 2005, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with, except that during
the fiscal year ended September 30, 2003, Mr. Muilenberg inadvertently failed to
timely report one transaction, which was subsequently filed, and during the
fiscal year ended September 30, 2005, Mr. Moore inadvertently failed to timely
file an initial report on becoming an executive officer, which was subsequently
filed.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants are McGladrey & Pullen, LLP,
independent certified public accountants. Representatives of McGladrey & Pullen,
LLP are expected to be present at the Annual Meeting to respond to appropriate
questions and to make a statement if they desire.
Audit Fees. The following table presents fees for professional audit
services rendered by McGladrey & Pullen, LLP for the audit of the Company's
annual financial statements for the years ended September 30, 2005 and 2004, and
fees billed for other services rendered by McGladrey & Pullen, LLP and RSM
McGladrey, Inc. (an affiliate of McGladrey & Pullen, LLP) during 2005 and 2004.
-18-
Fiscal Audit Audit-Related Tax All Other
Year Fees Fees Fees Fees
---- ---- ---- ---- ----
2005 $121,000 $ 20,000 $ 17,000 --
2004 $ 83,000 $ 7,000 $ 13,000 --
Audit fees consist of fees for audit of the Company's annual financial
statements, 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.
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, 2005 by McGladrey & Pullen,
LLP, the principal independent public accountants, is compatible with
maintaining the principal auditors' independence.
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 services and tax 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 fiscal year ended September 30, 2005, 100% of all audit and
permissible non-audit services were pre-approved by the Audit Committee.
SHAREHOLDER PROPOSALS FOR THE YEAR 2007 ANNUAL MEETING
Shareholder proposals to be presented at Meta Financial's 2007 Annual
Meeting of Shareholders must be received by our Secretary no later than August
16, 2006 to be eligible for inclusion in the Meta Financial's proxy statement
and form of proxy related to the 2007 Annual Meeting. Any such proposal will be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended, and as with any shareholder proposal
(regardless of whether such proposal is included in Meta Financial's proxy
materials), Meta Financial's certificate of incorporation, 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. The "Deadline" means
the date that is 30 days prior to the date of the next Annual Meeting; however,
in the event that less than 40 days' notice of the date of such meeting is given
to stockholders, the "Deadline" means the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed. If a
stockholder proposal that is received by the Company
-19-
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 the next Annual Meeting.
ANNUAL REPORTS
A copy of the Form 10-K for the Company's fiscal year ended September 30,
2005, as filed with the SEC, will be furnished without charge to stockholders as
of the Record Date upon written request to Investor Relations, Meta Financial
Financial, Inc., 121 East Fifth Street, Storm Lake, Iowa 50588.
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, it
is intended that holders of the proxies will act in accordance with their best
judgment.
-20-
REVOCABLE PROXY
META FINANCIAL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS o JANUARY 23, 2006
This proxy is being solicited by the Board of Directors of Meta Financial Group,
Inc.
The undersigned hereby appoints the members of the Board of Directors of Meta
Financial Group, Inc. ("Meta Financial"), and its survivors, with full power of
substitution, and authorizes them to represent and vote, as designated below and
in accordance with their judgment upon any other matters properly presented at
the annual meeting, all the shares of Meta Financial common stock held of record
by the undersigned at the close of business on November 28, 2005, at the annual
meeting of shareholders, and at any and all adjournments or postponements
thereof.
WITH- FOR ALL
FOR HOLD EXCEPT
--- ---- ------
I. The election of JAMES S. HAAHR, |_| |_| |_|
AND JEANNE PARTLOW,
as directors for terms of three years.
Instructions: To vote for all nominees mark the box "FOR" with an "X". To
withhold your vote for all nominees mark the box "WITHHOLD" with an "X". To
withhold your vote for an individual nominee mark the box "FOR ALL EXCEPT" with
an "X" and write the name of the nominee on the line provided below for whom you
wish to withhold your vote.
--------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the election of the above-named
directors.
The undersigned acknowledges receipt from Meta Financial, prior to the execution
of this proxy, of the Notice of Annual Meeting scheduled to be held on January
23, 2006, an Annual Report to Shareholders for the year ended September 30,
2005, and a proxy statement relating to the business to be addressed at the
meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is made, this proxy will be
voted FOR the election of each of the directors set forth herein. Should a
director nominee be unable to serve as a director, an event that Meta Financial
does not currently anticipate, the persons named in this proxy reserve the
right, in their discretion, to vote for a substitute nominee designated by the
Board of Directors.
Dated:
--------------------------
PRINTED NAME OF SHAREHOLDER
APPEARS HERE ------------------------------------------
SIGNATURE OF SHAREHOLDER
------------------------------------------
SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
fold and detach here
--------------------------------------------------------------------------------
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THE ATTACHED PROXY IN
THE ENCLOSED. PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
This proxy may be revoked at any time before it is voted by delivering to the
Secretary of Meta Financial, on or before the taking of the vote at the annual
meeting, a written notice of revocation bearing a later date than this proxy or
a later dated proxy relating to the same shares of Meta Financial common stock,
or by attending the annual meeting and voting in person. Attendance at the
annual meeting will not in itself constitute the revocation of a proxy. If this
proxy is properly revoked as described above, then the power of such attorneys
and proxies shall be deemed terminated and of no further force and effect.