We are asking our stockholders to approve the amendment and adoption of the 2002 Plan to increase the aggregate number of
shares that may be issued pursuant to the 2002 Plan from 1,150,000 shares to 1,600,000 shares. The amendment to the 2002 Plan was approved by our Board of Directors on November 1, 2017, subject to the approval of our
stockholders. Copies of the 2002 Plan and the amendment to the 2002 Plan are attached to this proxy statement as
Appendix B
and
Appendix C
, respectively.
The Board of Directors recommends that you vote FOR
the approval and adoption of the amendment to the 2002 Plan
Our Board of Directors originally adopted the 2002 Plan effective November 25, 2002, and our
stockholders approved the 2002 Plan at their meeting on January 27, 2003. The 2002 Plan was subsequently amended on August 26, 2008 (with certain items having retroactive effectiveness), and subsequently amended effective as of
January 1, 2009. By its original terms, the 2002 Plan would have expired on November 25, 2017. However, the 2002 Plan was amended and restated effective on November 24, 2014 which, among other things, extended the term of the
2002 Plan by five years, expiring November 25, 2022.
As of the Record Date, there were approximately 148,471 shares of Common Stock available for future
share-based awards under the 2002 Plan. The closing sale price of our Common Stock on the Record Date was $88.35 per share on the NASDAQ Global Select Market. Participation in the 2002 Plan is at the discretion of the Compensation
Committee. No incentive awards of any kind have been authorized or committed pursuant to this Proposal 4; therefore, no such awards are determinable as of the date of this proxy statement and no “New Plan Benefits” table is included
herein.
Considerations in Determining the Number of Additional Shares to be Available for Issuance Under the 2002 Plan
In determining the number of proposed additional shares to be issuable under the 2002 Plan, the Compensation Committee and the Board considered a number of factors,
including the following:
The purpose of the 2002 Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for attracting and retaining directors, advisory directors, officers and employees of the Company and its affiliates.
The 2002 Plan is administered by the
Compensation Committee, which interprets the 2002 Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size, terms and conditions of each award, including the exercise price of stock
options, the number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions applicable to, awards.
The exercise price for all stock options granted under the 2002 Plan will be determined by the Compensation Committee, except that no stock options can be granted with
an exercise price that is less than 100% of the fair market value of the common stock on the date of grant; provided that an incentive stock option granted to a 10% shareholder, the exercise price per share must not be less than 110% of the fair
market value of the common stock on the date of grant. The term of all stock options granted under the 2002 Plan will be determined by the Compensation Committee, but generally will not exceed 15 years; provided that, incentive stock options will
have a term that shall not exceed ten years. The aggregate Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any calendar year shall not exceed $100,000.
The objective performance criteria for performance awards granted under the 2002 Plan that are designed to qualify for the performance-based exception from the tax
deductibility limitations of Section 162(m) and are to be based on one or more of the following measures:
Unless provided otherwise in an award agreement, a participant’s outstanding awards will become vested, the relevant restrictions on outstanding awards will lapse
and the relevant performance goals will be deemed to be met upon the occurrence of a change in control.
For purposes of the 2002 Plan, a “change in
control” occurs when (i) any third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner of shares of the Company with respect to which
25% or more of the total number of votes for the election of our Board of Directors may be cast, (ii) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Company shall cease to constitute a majority of our Board of Directors, or (iii) our stockholders approve an agreement providing either for a transaction in which the Company
will cease to be an independent publicly-owned corporation or for a sale or other disposition of all or substantially all the assets of the Company. In addition, to the extent an award under the 2002 Plan constitutes
non-qualified
deferred compensation subject to Section 409A of the Code, the award agreement for such award may contain a different definition of “change in control” that will be applicable for such
award.
With respect to stock options and
SARs granted pursuant to an award agreement, unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service due to his or her death, such participant’s stock options or SARs
will vest and remain exercisable until two (2) years after such termination (but not beyond the original term of the option), and thereafter will be cancelled and forfeited to us. Unless the applicable award agreement provides otherwise,
in the event of a participant’s termination of employment or service for any reason (other than for cause) including disability, such participant’s vested stock options or SARs (to the extent exercisable at the time of such termination)
will remain exercisable until three months following termination for incentive stock options and one year after such termination for nonqualified stock options (but, in either case, not beyond the original term of the option) and thereafter will be
cancelled and forfeited to us. Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment due to retirement, such participant’s stock options or SARs will remain exercisable for
three months, in the case of an incentive stock option or during the two (2) year period following such termination for nonqualified stock options (but, in either case, not beyond the original term of the option), and thereafter will be
cancelled and forfeited to us. In the event of a participant’s termination of employment or service for cause, such participant’s outstanding stock options or SARs (whether vested or unvested) will immediately be cancelled and forfeited to
us.
Unless the applicable award agreement provides otherwise, with respect to awards of restricted stock, (1) in the event of a participant’s termination
of employment or service for any reason other than death, disability or retirement, the unvested portion of any such award will be forfeited to us, and (2) upon termination because of death, disability retirement, the unvested portion of any
such award will immediately vest. With respect to performance awards, the treatment of such awards following a participant’s termination of employment or service will be governed by the provisions of the applicable award agreement.
The 2002 Plan defines “cause” as a termination of service by reason of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties or gross negligence.
Unless the 2002 Plan is earlier terminated by our Board of Directors, the 2002 Plan will automatically terminate twenty years from the 2002 Plan’s effective date.
Awards granted before the termination of the 2002 Plan may extend beyond that date in accordance with their terms. Our Board of Directors is permitted to amend the 2002 Plan. Stockholder approval of any such amendment will be obtained if required to
comply with applicable law or exchange rules, or as otherwise determined by our Board of Directors. The Compensation Committee may waive any conditions or rights of the Company under any award or may amend an outstanding award, but unless
otherwise provided in the 2002 Plan, only with the consent of the affected participant.
Awards granted under the 2002 Plan are not transferable except by will or the laws of descent and distribution, except that an award other than an incentive stock
option may be transferred pursuant to a qualified domestic relations order or by gift to any member of the participant’s immediate family or to a trust for the benefit of one or more of such immediate family members.
In the event a stock dividend, stock split, reorganization,
recapitalization,
spin-off,
or other similar event affects shares such that the Compensation Committee determines an adjustment to be appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the 2002 Plan, the Compensation Committee will (among other actions and subject to certain exceptions) adjust the number and type of shares available under the 2002 Plan, the number and type of shares
subject to outstanding awards and the exercise price of outstanding stock options and other awards.
The following is a brief summary of the current federal income tax consequences that generally apply with respect to awards that may be granted under the 2002 Plan and
is based upon laws, regulations, rules and decisions now in effect, all of which are subject to change. The following summary is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects
of the Plan. This summary does not describe any foreign, state or local tax consequences, tax withholding requirements or various other rules that could apply to a particular individual or to the Company and its subsidiaries under certain
circumstances (and references to Company in this section include the applicable subsidiary, if any). This summary is not intended or written to be used (and cannot be used by any taxpayer) to avoid penalties that may be imposed on a taxpayer. Tax
implications may vary due to individual circumstances. Participants should consult their personal tax advisors about the tax consequences related to awards under the Plan. Tax consequences are not guaranteed.
If the option holder retains the shares of common stock acquired upon the exercise of an incentive stock
option for at least two years following the grant date of the option and one year following exercise of the option, the subsequent disposition of such shares will ordinarily result in long-term capital gains or losses to the option holder equal to
the difference between the amount realized on disposition of the shares and the exercise price. The Company will not be entitled to any deduction in such case. If the holding period requirements described above are not met, the option holder will
recognize ordinary income upon disposition of the common stock equal to the excess of the fair market value of the shares on the date of exercise (or, if
less, the sale price received on disposition of the shares) over the exercise price. The Company will be entitled to a corresponding tax deduction in the same amount. Any additional gain or loss
realized by the option holder on the disposition of the Common Stock will be taxed as short-term or long-term capital gain or loss, as applicable.
As indicated above, a participant may elect under Section 83(b) of the Code to
recognize taxable ordinary income upon the award date of restricted stock (rather than being taxed as described above) based on the fair market value of the shares of Common Stock subject to the award on the date of the award. If a participant makes
that election, any dividends paid with respect to that restricted stock (unless paid in the form of additional restricted stock, which would either require a separate election under Section 83(b) of the Code or will be subject to the treatment
described in the paragraph above) will not be treated as compensation income, but rather as dividend income, and the participant will not recognize additional taxable income when the restrictions applicable to his or her restricted stock award
lapse.
Assuming compliance with the applicable tax withholding and reporting requirements, the Company will be entitled to a tax deduction equal to the amount of
ordinary income recognized by a participant in connection with his or her restricted stock award in the taxable year in which that participant recognizes that ordinary income.
The Audit Committee appointed KPMG LLP, an independent registered public accounting firm, as auditors of our financial statements for the year ending September 30,
2018. KPMG LLP has served as auditors for us since April 2008. The Audit Committee has determined to afford our stockholders the opportunity to express their opinions on the matter of auditors and, accordingly, is submitting to the stockholders at
the Annual Meeting a proposal to ratify the Audit Committee’s appointment of KPMG LLP. If a majority of the shares present, in person or represented by proxy, and entitled to vote are not voted in favor of the ratification of the appointment of
KPMG LLP, the Board will interpret this as an instruction to seek other auditors.
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 Board of Directors recommends a vote FOR the ratification of the appointment of KPMG
LLP as the Company’s independent registered public account firm for the year ending September 30, 2018 as contemplated by this Proposal 5.
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 plans 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”), fees for due diligence services for a potential
acquisition, 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, 2017, by KPMG LLP is compatible with maintaining the independence of the independent registered
public accounting firm.
During the last two fiscal years ended September 30, 2017, 100% of all
audit and permissible
non-audit
services were
pre-approved
by the Audit Committee.
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.
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55
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:
1. Section A of Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
“
FOURTH:
A. The total
number of shares of all classes of stock which the Corporation shall have the authority to issue is
thirty-six
million (36,000,000) shares, consisting of:
1. three million (3,000,000) shares of preferred stock, par value one cent ($.01) per share (the
“
Preferred Stock
”);
2. thirty million
(30,000,000) shares of common stock, par value one cent ($.01) per share (the “
Common Stock
”); and
3. three million (3,000,000) shares of nonvoting common stock, par value one cent ($.01) per share (the “
Nonvoting Common Stock
”).
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.”
2. The aforementioned amendment was duly adopted by the Board of Directors of the Corporation and by the holders of a majority of the issued and outstanding shares
of Common Stock of the Corporation in accordance with the provisions of Section 242 of the Act.
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META FINANCIAL GROUP, INC.
2002 OMNIBUS INCENTIVE PLAN
(as amended and restated, effective November 24,
2014)
1
Plan Purpose
. The purpose of the Plan is to promote the long-term interests of the Company and its stockholders by
providing a means for attracting and retaining directors, advisory directors, officers and employees of the Company and its Affiliates.
2
Definitions
. The following definitions are applicable to the Plan:
“Affiliate” — means any “parent
corporation” or “subsidiary corporation” of the Company as such terms are defined in Section 424(e) and (f), respectively, of the Code.
“Award” — means the grant by the Committee under this Plan of an Incentive Stock Option, a
Non-Qualified
Stock Option, a Stock Appreciation Right, Restricted Stock or a Performance Award, or any combination thereof, as provided in the Plan.
“Award Agreement” — means the agreement evidencing the grant of an Award made under the Plan.
“Cause” — means termination of service by reason of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties or gross negligence.
“Code” — means the Internal Revenue
Code of 1986, as amended.
“Committee” — means the Committee referred to in Section 3 hereof.
“Company” — means Meta Financial Group, Inc. and any successor thereto.
“Continuous Service” — means the absence of any interruption or termination of service as a director, advisory director, officer or
employee of the Company or an Affiliate, except that when used with respect to a person granted an Incentive Stock Option means the absence of any interruption or termination of service as an employee of the Company or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between payroll locations of the Company or between the Company, its parent, its
subsidiaries or its successor.
“ERISA” — means the Employee Retirement Income Security Act of 1974, as amended.
“Incentive Stock Option” — means an option to purchase Shares granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. Unless otherwise set forth in the Award Agreement, any Option which does not qualify as an Incentive Stock Option for any reason shall be deemed a
Non-Qualified
Stock Option.
“Market Value” — means the closing high bid with respect to a Share on the date in question on the Nasdaq Stock
Market, or any similar system then in use, or, if the Shares are not then traded on the Nasdaq Stock Market or any similar system, the closing sales price on such date (or, if there is no reported sale on such date, on the last preceding date on
which any reported sale occurred) of a Share on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such date the Shares are not quoted on the Composite Tape, on the New York Stock Exchange, or if the Shares are not listed or
admitted to trading on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 (the “Exchange Act”) on which the Shares are listed or admitted to trading, or, if the
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Shares are not listed or admitted to trading on any such exchange, the fair market value on such date of a Share as the Committee shall determine. The Committee shall determine the fair market
value on such date in accordance with Code Section 409A and the regulations issued thereunder.
“Non-Qualified
Stock Option” — means an option to purchase Shares granted by the Committee which
does not qualify, for any reason, as an Incentive Stock Option under Section 422 of the Code.
“Option” — means an Incentive
Stock Option or a
Non-Qualified
Stock Option awarded to a Participant pursuant to Section 5(a) hereof.
“Participant” — means any director, advisory director, officer or employee of the Company or any Affiliate who is selected by the
Committee to receive an Award.
“Performance Award” — means an Award granted pursuant to Section 5(d) herein. For the
avoidance of doubt, Performance Awards may include annual incentive awards or annual bonuses. To the extent a Performance Award is intended to comply with the Performance-Based Exception, the Committee will take such steps as it deems
reasonably necessary to ensure that such Performance Award actually complies with the Performance-Based Exception.
“Performance-Based
Exception” — means the performance-based exception from the tax deductibility limitations of Code Section 162(m) contained in Code Section 162(m)(4)(C) and Treasury Regulations Section 1.162(e)(27), including, to the extent
applicable, the special provision for options thereunder.
“Performance Goal” — means the objective or subjective criteria determined
by the Committee, the degree of attainment of which will affect the portion of a Participant’s Performance Award potentially payable. Performance Goals may contain threshold, target and maximum levels of achievement and, to the extent the
Committee intends a Performance Award to comply with the Performance-Based Exception, the Performance Goals shall be chosen from among the Performance Measures set forth in Section 3A(c).
“Performance Measures” — has the meaning set forth in Section 3A(c).
“Performance Period” — means that period established by the Committee at the time any Performance Award is granted or at any time
thereafter during which any performance goals specified by the Committee with respect to such Performance Award are to be measured.
“Plan” — means this Amended and Restated 2002 Omnibus Incentive Plan of the Company.
“Related” — means (i) in the case of a Stock Appreciation Right, a Stock Appreciation Right which is granted in connection with, and
to the extent exercisable, in whole or in part, in lieu of, an Option or another Stock Appreciation Right and (ii) in the case of an Option, an Option with respect to which and to the extent a Stock Appreciation Right is exercisable, in whole
or in part, in lieu thereof.
“Restricted Stock” — means Shares awarded to a Participant pursuant to Section 5(c) hereof.
“Retirement” — means retirement from employment with the Company or an Affiliate thereof, as an employee, director, director emeritus or
advisory director thereof, having reached the age of 65.
“Shares” — means the shares of common stock of the Company.
“Stock Appreciation Right” — means a stock appreciation right with respect to Shares granted by the Committee pursuant to the Plan.
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“Ten Percent Holder” —
means any individual who owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company and any Affiliate.
“Termination of Service” — means cessation of service, for any reason, whether voluntary or involuntary, so that the affected individual
is not either (i) an employee of the Corporation or any Affiliate for purposes of an Incentive Stock Option, or (ii) a director, advisory director or employee of the Corporation or any affiliate for purpose of any other Award.
3.
Administration
. The Plan shall be administered by a Committee consisting of two or more members of the Board of Directors of the Company,
each of whom (i) shall be an outside director as defined in the Performance-Based Exception and (ii) shall be a
Non-Employee
Director as defined under Rule 16(b) of the Securities Exchange Act of
1934 or any similar or successor provision. The members of the Committee shall be appointed by the Board of Directors of the Company. Except as limited by the express provisions of the Plan or by resolutions adopted by the Board of
Directors of the Company, the Committee shall have sole and complete authority and discretion to (i) select Participants and grant Awards; (ii) determine the number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and conditions upon which Awards shall be granted under the Plan; (iv) prescribe the form and terms of instruments evidencing such grants; and (v) establish from time
to time regulations for the administration of the Plan, interpret the Plan, to correct any defect or supply an omission or reconcile any inconsistency in the Plan, and make all determinations deemed necessary or advisable for the administration of
the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee.
3A.
Compliance
With Section
162(m) of the Code
.
(a)
Section 162(m) Compliance
. To the extent the Committee determines that
compliance with the Performance-Based Exception is desirable with respect to an Award, this Section 3A shall apply. In the event that changes are made to Code Section 162(m) to permit flexibility with respect to any Awards available
under the Plan, the Committee may, subject to this Section 3A, make any adjustments to such Awards as it deems appropriate.
(b)
Annual
Individual Limitations
. In addition to the annual Share limits set forth in Section 4 of the Plan, no Participant may be granted a cash Award, the maximum payout for which would exceed $3,000,000 for a Performance Period of less than
or equal to one (1) year. No Participant may be granted a cash Award for a Performance Period of more than one (1) year, the maximum payout for which would exceed $5,000,000.
(c)
Performance Measures
. Subject to Section 3A(f), unless and until the Committee proposes for stockholder vote and stockholders
approve a change in the general Performance Measures set forth in this Section 3A(c), for Awards (other than Options and Stock Appreciation Rights) designed to qualify for the Performance-Based Exception, the objective performance criteria
shall be based upon one or more of the following (each a “
Performance Measure
”):
1. Earnings before any or all of
interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a
per-Share
basis);
2. Earnings (either in the aggregate or on a
per-Share
basis);
3. Net income or loss (either in the aggregate or on a
per-Share
basis);
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4. Operating profit;
5. Cash flow (either in the aggregate or on a
per-Share
basis);
6. Free cash flow (either in the aggregate on a
per-Share
basis);
7. Costs;
8. Gross
revenues;
9. Reductions in expense levels;
10. Operating and maintenance cost management and employee productivity;
11. Share price or total shareholder return (including growth measures and total stockholder return or attainment by the Shares of a
specified value for a specified period of time);
12. Net economic value;
13. Economic value added;
14. Aggregate product unit and pricing targets;
15. Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market
penetration, asset quality, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;
16. Achievement of objectives relating to diversity, employee turnover, regulatory compliance or other internal business items;
17. Results of customer satisfaction surveys; and/or
18. Debt ratings, debt leverage and debt service;
provided
that applicable Performance Measures may be applied on a
pre-
or
post-tax
basis; and
provided further
that the Committee may, on the date an Award intended to comply with the Performance-Based Exception is granted, and in the case of other Awards, at any time,
provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or
divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss.
(d)
Flexibility in Setting Performance Measures
. For
Awards intended to comply with the Performance-Based Exception, the Committee shall set the Performance Measures within the time period prescribed by Section 162(m) of the Code. The levels of performance required with respect to
Performance Measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to
different Participants. The Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any
such Award. Any one or more of the Performance Measures may apply to the Participant, a department, unit, division or function within the Company or any one or more direct or indirect subsidiaries thereof; and may apply either alone or relative
to the performance of other businesses or individuals (including industry or general market indices).
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(e)
Adjustments
. The Committee
shall have the discretion to adjust the determinations of the degree of attainment of the
pre-established
performance goals;
provided, however,
that Awards which are designed to qualify for the
Performance-Based Exception may not (unless the Committee determines to amend the Award so that it no longer qualified for the Performance-Based Exception) be adjusted upward (the Committee shall retain the discretion to adjust such Awards
downward). The Committee may not, unless the Committee determines to amend the Award so that it no longer qualifies for the Performance-Based Exception, delegate any responsibility with respect to Awards intended to qualify for the
Performance-Based Exception. All determinations by the Committee as to the achievement of the Performance Measure(s) shall be in writing prior to payment of the Award.
(f)
Changes to Performance Measures
. In the event that applicable laws, rules or regulations change to permit Committee discretion to alter
the governing Performance Measures without obtaining stockholder approval of such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.
4.
Shares Subject to Plan
.
(a) Subject
to adjustment by the operation of Section 7, the maximum number of Shares with respect to which Awards may be made under the Plan is 1,150,000 Shares. The Shares with respect to which Awards may be made under the Plan may be either
authorized and unissued shares or previously issued shares reacquired and held as treasury shares. Shares which are subject to Related Stock Appreciation Rights and Related Options shall be counted only once in determining whether the maximum
number of Shares with respect to which Awards may be granted under the Plan has been exceeded. An Award shall not be considered to have been made under the Plan with respect to any Option or Stock Appreciation Right which terminates or with
respect to Restricted Stock which is forfeited, and new Awards may be granted under the Plan with respect to the number of Shares as to which such termination or forfeiture has occurred.
(b) During any calendar year, no Participant may be granted Awards under the Plan of more than 100,000 Shares, subject to adjustment as provided in
Section 7.
5.
Awards
.
(a)
Options.
The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall
determine, including the granting of Options in tandem with other Awards under the Plan:
(i)
Exercise Price.
The
exercise price per Share for an Option shall be determined by the Committee;
provided
that the exercise price per Share shall not be less than 100% of the Market Value of a Share on the date of grant of such Option;
provided further
that, in the case of an Incentive Stock Option granted to a Ten Percent Holder, the exercise price per Share thereof shall not be less than 110% of the Market Value of a Share on the date of grant of such Option.
(ii)
Option Term.
The term of each Option shall be fixed by the Committee, but shall be no greater than 15 years;
provided that
, in the case of an Incentive Stock Option, the term of such Option shall not exceed ten years;
provided further that
, in the case of an Incentive Stock Option granted to a Ten Percent Holder, the term of such option shall
not exceed five years.
(iii)
Time and Method of Exercise.
Except as provided in paragraph (a) of Section 6,
no Option granted hereunder may be exercised unless at the time the Participant exercises such Option, such Participant has maintained Continuous Service since the date of grant of such Option. To exercise an Option under the Plan, the
Participant to whom such Option was granted shall give written notice
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to the Company in form satisfactory to the Committee (and, if partial exercises have been permitted by the Committee, by specifying the number of Shares with respect to which such Participant
elects to exercise such Option) together with full payment of the exercise price, if any and to the extent notice is received by the Company. Payment, if any is required, shall be made either (i) in cash (including check, bank draft or
money order) or, if the Committee specifically approves in writing on an individual basis, (ii) by delivering (A) Shares already owned by the Participant and having a fair market value equal to the applicable exercise price, such fair
market value to be determined in such appropriate manner as may be provided by the Committee or as may be required in order to comply with or to conform to requirements of any applicable laws or regulations, or (B) a combination of cash and
such Shares.
(iv)
Option Agreements.
At the time of an Award of an Option, the Participant shall enter into an Award
Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee shall in its sole discretion determine.
(v)
Limitations on Value of Exercisable Incentive Stock Options
. The aggregate Market Value of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by a Participant in any calendar year shall not exceed $100,000.
(vi)
Eligible Recipients of Incentive Stock Options.
Incentive Stock Options may be granted by the Committee only to
employees of the Company or its Affiliates.
(vii) Incentive Stock Options must be granted no later than 10 years from the date the
Plan is adopted or approved by the stockholders, whichever is earlier.
(b)
Stock Appreciation Rights.
The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
(i)
General
. A Stock Appreciation Right shall, upon its exercise, entitle the Participant to whom such Stock Appreciation
Right was granted to receive a number of Shares or cash or combination thereof, as the Committee in its discretion shall determine, the aggregate value of which (i.e., the sum of the amount of cash and/or Market Value of such Shares on date of
exercise) shall equal (as nearly as possible, it being understood that the Company shall not issue any fractional shares) the amount by which the Market Value per Share on the date of such exercise shall exceed the exercise price of such Stock
Appreciation Right, multiplied by the number of Shares with respect to which such Stock Appreciation Right shall have been exercised.
(ii)
Related Options
. A Stock Appreciation Right may be Related to an Option or may be granted independently of any Option
as the Committee shall from time to time in each case determine. In the case of a Related Option, such Related Option shall cease to be exercisable to the extent of the Shares with respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option, any Related Stock Appreciation Right shall terminate to the extent of the Shares with respect to which the Related Option was exercised or terminated. If the Related Option
is an Incentive Stock Option, the Related Option shall satisfy all restrictions and the limitations imposed on Incentive Stock Options under paragraph (a) of this Section 5 (including, without limitation, restrictions on exercise price and
term).
(iii)
Exercise Price and Term.
The exercise price and term of each Stock Appreciation Right shall be fixed by
the Committee;
provided
that the exercise price per Share subject to a Stock Appreciation Right shall not be less than 100% of the Market Value of a Share on the date of grant of such Stock Appreciation Right;
provided further
that the
term of a Stock Appreciation Right shall not exceed 15 years.
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Meta Financial Group, Inc.
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2017 Proxy Statement
(iv)
Stock Appreciation
Right Agreements.
At the time of an Award of a Stock Appreciation Right, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such
other matters as the Committee shall in its sole discretion determine.
(v)
Time and Method of Exercise
. Except as
provided in paragraph (a) of Section 6, no Stock Appreciation Right may be exercised unless at the time the Participant exercises such Stock Appreciation Right, such Participant has maintained Continuous Service since the date of grant of
such Stock Appreciation Right. To exercise a Stock Appreciation Right under the Plan, the Participant to whom such Stock Appreciation Right was granted shall give written notice to the Company in form satisfactory to the Committee (and, if
partial exercises have been permitted by the Committee, by specifying the number of Shares with respect to which such Participant elects to exercise such Stock Appreciation Right) together with full payment of the exercise price, if any and to the
extent required. The date of exercise shall be the date on which such notice is received by the Company. Payment, if any is required, shall be made either (i) in cash (including check, bank draft or money order) or with the specific
written permission of the Committee (ii) by delivering (A) Shares already owned by the Participant and having a fair market value equal to the applicable exercise price, such fair market value to be determined in such appropriate manner as
may be provided by the Committee or as may be required in order to comply with or to conform to requirements of any applicable laws or regulations, or (B) a combination of cash and such Shares.
(c)
Restricted Stock.
The Committee is hereby authorized to grant Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
(i)
Restrictions.
Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise as the Committee may deem appropriate. During the period of time in which the Shares awarded as Restricted Stock are subject to the restrictions contemplated herein (a “Restricted Period”),
unless otherwise permitted by the Plan or by the Committee as provided in the applicable Award Agreement, such Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant. Except for the restrictions which
may be imposed on Restricted Stock, a Participant to whom Shares of Restricted Stock have been awarded shall have all the rights of a stockholder, including but not limited to the right to receive all dividends paid on such Shares and the right to
vote such Shares.
(ii)
Restricted Stock Agreements
. At the time of an Award of Shares of Restricted Stock, the
Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee shall in its sole discretion determine.
(iii)
Stock Certificates.
Any Restricted Stock granted under the Plan shall be evidenced by issuance of a stock certificate
or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear the following (or similar) legend:
“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture)
contained in the Company’s Amended and Restated 2002 Omnibus Incentive Plan and an Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file in the offices of the Secretary of the
Company, 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.”
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B-7
(iv)
Removal of
Restrictions.
Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived.
(d)
Performance Awards.
The Committee is hereby authorized to grant Performance Awards to Participants subject to the terms of the Plan and
the applicable Award Agreement. At the time of grant of a Performance Award, the Participant shall enter into an Award Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Performance Award and
such other matters as the Committee shall in its sole discretion determine. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, other
Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of such Performance Goals during such Performance Period(s) as the Committee shall establish. Subject
to the terms of the Plan, the Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any
Performance Award shall be determined by the Committee as provided in the applicable Award Agreement. Unless otherwise provided in the applicable Award Agreement, the term of a Performance Award shall not exceed 15 years. In the case of any
Performance Awards that are an annual incentive awards or annual bonuses and are intended to qualify for the Performance-Based Exception, (A) the Committee shall award any such Performance Award within the first ninety (90) days after the
beginning of the Performance Period, (B) the Committee shall determine and certify in writing the degree of attainment of Performance Goals as soon as administratively practicable after the end of the Performance Period, but not later than
sixty (60) days after the end of the applicable Performance Period, (C) the Committee reserves the discretion to reduce (but not below zero) the payment due under any such Performance Award;
provided
that the determination of
the Committee to reduce (or not pay) the payment due under any such Performance Award for a Performance Period shall not affect the amount payable to any other Participant; and (D) no amount shall be payable in respect of a Performance Award
unless at least the threshold Performance Goal is attained or achieved. For purposes of complying with Section 409A of the Code, either (1) the entire amount payable in respect of a Performance Award shall be paid no later than
March 15 of the calendar year following the calendar year in which the Performance Award vests, or (2) the applicable Award Agreement shall provide a method for deferring the amount due pursuant to a Performance Award and such deferral
method shall, to the greatest extent reasonably possible, comply with the requirements of Code Section 409A.
6.
Termination of Service
.
(a)
Options and Stock Appreciation Rights
.
(i) If a Participant to whom an Option or Stock Appreciation Right was granted shall cease to maintain Continuous Service for any reason
(including total and partial disability but excluding Retirement, death and termination of employment by the Company or any Affiliate for Cause), such Participant may, but only within the period of three months, in the case of an Incentive Stock
Option, or one year, in the case of a
Non-Qualified
Stock Option or Stock Appreciation Right, immediately succeeding such cessation of Continuous Service and in no event after the expiration date of such
Option or Stock Appreciation Right, exercise such Option or Stock Appreciation Right to the extent that such Participant was entitled to exercise such Option or Stock Appreciation Right at the date of such cessation of Continuous Service. If
the Continuous Service of a Participant to whom an Option or Stock Appreciation Right was granted by the Company is terminated for Cause, all rights under any Option or Stock Appreciation Right of such Participant shall expire immediately upon the
giving to the Participant of notice of such termination.
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Meta Financial Group, Inc.
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2017 Proxy Statement
(ii) If a Participant to
whom an Option or Stock Appreciation Right was granted shall cease to maintain Continuous Service due to Retirement, such Participant may, but only within the period of three months, in the case of an Incentive Stock Option, or two years, in the
case of a
Non-Qualified
Stock Option or Stock Appreciation Right, immediately succeeding such cessation of Continuous Service and in no event after the expiration date of such Option or Stock Appreciation
Right, exercise such Option or Stock Appreciation Right to the extent that such Participant was entitled to exercise such Option or Stock Appreciation Right at the date of such cessation of Continuous Service.
(iii) In the event of the death of a Participant while in the Continuous Service of the Company or an Affiliate or within the periods
referred to in paragraphs (a)(i) and (a)(ii) of this Section 6, the person to whom any Option or Stock Appreciation Right held by the Participant at the time of his or her death is transferred by will or the laws of descent and distribution or
in the case of an Award other than an Incentive Stock Option, pursuant to a qualified domestic relations order, as defined in the Code or Title I of ERISA or the rules thereunder, or as otherwise permitted to be transferred under Section 10 of
the Plan may, but only within the period of two years immediately succeeding the date of death of such Participant, and in no event after the expiration date of such Option or Stock Appreciation Right, exercise such Option or Stock Appreciation
Right to the extent that such Participant was entitled to exercise such Option or Stock Appreciation Right immediately prior to his death. Following the death of any Participant to whom an Option was granted under the Plan, irrespective of whether
any Related Stock Appreciation Right shall have theretofore been granted to the Participant or whether the person entitled to exercise such Related Stock Appreciation Right desires to do so, the Committee may, as an alternative means of settlement
of such Option, elect to pay to the person to whom such Option is transferred as permitted by Section 10 of this Plan, the amount by which the Market Value per Share on the date of exercise of such Option shall exceed the exercise price of such
Option, multiplied by the number of Shares with respect to which such Option is properly exercised. Any such settlement of an Option shall be considered an exercise of such Option for all purposes of the Plan.
(iv) Notwithstanding the provisions of subparagraphs (i) through (iii) above, the Committee may, in its sole discretion, establish
different terms and conditions pertaining to the effect of termination to the extent permitted by applicable federal and state law.
(b)
Restricted Stock
. Except as otherwise provided in this Plan, if a Participant ceases to maintain Continuous Services for any reason (other than death, total or partial disability or Retirement) unless the Committee, in its sole
discretion, shall otherwise determine, all shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (c)(i) of
Section 5 shall upon such termination of Continuous Service be forfeited and returned to the Company. Unless the Committee, in its sole discretion, shall otherwise determine, if a Participant ceases to maintain Continuous Service by reason
of death, total or partial disability or Retirement, all shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (c)(i)
of Section 5 shall upon such termination of Continuous Service be free of restrictions and shall not be forfeited.
(c)
Performance
Awards.
In the event that a Participant to whom a Performance Award has been granted shall cease to maintain Continuous Service for any reason, the rights of such Participant or any person to whom the Award may have been transferred as
permitted by Section 10 shall be governed by the terms of the Plan and the applicable Award Agreement.
7.
Adjustments Upon Changes in
Capitalization
. In the event of any change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split,
Meta Financial Group, Inc.
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2017 Proxy Statement
B-9
stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Company, the maximum aggregate number and class of shares and
exercise price of the Award, if any, as to which Awards may be granted under the Plan and the number and class of shares and exercise price of the Award, if any, with respect to which Awards have been granted under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. Any Award which is adjusted as a result of this Section 7 shall be subject to the same restrictions as the original Award.
8.
Effect of Merger on Options and Stock Appreciation Rights
. In the case of any merger, consolidation or combination of the Company (other
than a merger, consolidation or combination in which the Company is the continuing corporation and which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination
thereof), any Participant to whom an Option or Stock Appreciation Right has been granted shall have the additional right (subject to the provisions of the Plan and any limitation applicable to such Option or Stock Appreciation Right), thereafter and
during the term of each such Option or Stock Appreciation Right, to receive upon exercise of any such Option or Stock Appreciation Right an amount equal to the excess of the fair market value on the date of such exercise of the securities, cash or
other property, or combination thereof, receivable upon such merger, consolidation or combination in respect of a Share over the exercise price of such Stock Appreciation Right or Option, multiplied by the number of Shares with respect to which such
Option or Stock Appreciation Right shall have been exercised. Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in such merger, consolidation or combination, or partly in cash and partly in
one or more of such kind or kinds of property, all in the discretion of the Committee.
9.
Effect of Change in Control
. Each of the
events specified in the following clauses (i) through (iii) of this Section 9 shall be deemed a “change of control”: (i) any third person, including a “group” as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, shall become the beneficial owner of shares of the Company with respect to which 25% or more of the total number of votes for the election of the Board of Directors of the Company may be cast, (ii) as a result
of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company shall cease to constitute a majority of the
Board of Directors of the Company, or (iii) the stockholders of the Company shall approve an agreement providing either for a transaction in which the Company will cease to be an independent publicly-owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company. Upon a change in control, unless the Committee shall have otherwise provided in the applicable Award Agreement, any restrictions or vesting period with respect to any
outstanding Awards shall lapse and all such Awards shall become fully vested in the Participant to whom such Awards were awarded; provided, however, that no Award which has previously been exercised or otherwise terminated shall become exercisable.
10.
Assignments and Transfers
. No Award granted under the Plan shall be transferable otherwise than by will or the laws of descent and
distribution, except that an Award other than an Incentive Stock Option may be transferred pursuant to a qualified domestic relations order or by gift to any member of the Participant’s immediate family or to a trust for the benefit of one or
more of such immediate family members. During the lifetime of an Award recipient, an Award shall be exercisable only by the Award recipient unless it has been transferred as permitted hereby, in which case it shall be exercisable only by such
transferee. For the purpose of this Section 10, a Participant’s “immediate family” shall mean the Participant’s spouse, children and grandchildren.
11.
Employee Rights Under the Plan
. No person shall have a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any right to be retained in the employ of or serve as a director or advisory director of the Company or any Affiliate.
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Meta Financial Group, Inc.
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2017 Proxy Statement
12.
Delivery and Registration of
Stock
. The Company’s obligation to deliver Shares with respect to an Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant to whom such Shares
are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state or local securities legislation. It may be
provided that any representation requirement shall become inoperative upon a registration of the Shares or other action eliminating the necessity of such representation under such Securities Act or other securities legislation. The Company
shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, and (ii) the completion of such registration or other qualification
of such Shares under any state or federal law, rule or regulation, as the committee shall determine to be necessary or advisable.
13.
Withholding Tax
. Upon the termination of the restricted period with respect to any shares of Restricted Stock (or at any such earlier time, if any, that an election is made by the Participant under Section 83(b) of the Code, or any
successor provision thereto, to include the value of such shares in taxable income), the Company shall have the right to require the Participant or other person receiving such shares to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares, or, in lieu thereof, to retain or sell without notice, a sufficient number of shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of any taxes which the Company is required to withhold with respect to such dividend payments.
The Company shall have the right to deduct from all amounts paid in cash with respect to the exercise of a Stock Appreciation Right under the Plan any
taxes required by law to be withheld with respect to such cash payments. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the Company shall
have the right to require the Participant or such other person to pay the Company the amount of any taxes which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
All withholding decisions pursuant to this Section 13 shall be at the sole
discretion of the Committee or the Company.
14.
Amendment or Termination
.
(a) Subject to paragraph (b) of this Section 14, the Board of Directors of the Company may amend, alter, suspend, discontinue, or terminate
the Plan at any time without the consent of stockholders or Participants, except that any such action will be subject to the approval of the Company’s stockholders if, when and to the extent such stockholder approval is necessary or required
for purposes of any applicable federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or if the Board of Directors of the Company, in its discretion,
determines to seek such stockholder approval.
(b) Except as otherwise provided herein, the Committee may waive any conditions of or rights of the
Company or modify or amend the terms of any outstanding Award. The Committee may not, however, amend, alter, suspend, discontinue or terminate any outstanding Award without the consent of the Participant or holder thereof, except as otherwise
herein provided.
15.
Effective Date and Term of Plan
. The Plan shall become effective upon its adoption by the Board of Directors of
the Company, subject to the approval of the Plan by the stockholders of the Company. It shall continue in effect for a term of 20 years unless sooner terminated under Section 14 hereof.
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B-11
16.
Code
Section
409A
. To the extent applicable and notwithstanding any other provision of this Plan, this Plan and Awards hereunder shall be administered, operated and interpreted in accordance with Code Section 409A and
Department of Treasury regulations and other interpretive guidance issued thereunder;
provided, however
, that in the event that the Committee determines that any amounts payable hereunder may be taxable to a Participant under Code
Section 409A and related Department of Treasury guidance prior to the payment and/or delivery to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and related Award Agreement, and appropriate policies
and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take
such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A and related Department of Treasury guidance. The Company and its direct and
indirect subsidiaries make no guarantees to any person (whether a Participant or otherwise) regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the
contrary, if any Award, payments or other amounts due to a Participant (or his or her beneficiaries, as applicable) results in, or causes in any manner, the application of an accelerated or additional tax, fine or penalty under Code
Section 409A or otherwise to be imposed, then the Participant (or his or her beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its direct and indirect subsidiaries shall have no obligation or liability
to pay or reimburse (either directly or otherwise) the Participant (or his or her beneficiaries, as applicable) for, any such additional taxes, fines or penalties.
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Meta Financial Group, Inc.
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2017 Proxy Statement
Meta Financial Group, Inc.
2002 Omnibus Incentive Plan
(as amended and restated,
effective November 24, 2014)
Amendment Number 1
Pursuant to Section 14(a) of the 2002 Omnibus Incentive Plan (as amended and restated, effective November 24, 2014) (the “Plan”),
effective April 24, 2017, the Plan is hereby amended as follows:
Section 5(c)(iii) is hereby amended to read in its entirety as follows:
(iii) Stock Certificates or Book-Entry. Any Restricted Stock granted under the Plan shall be issued in either certificated form or book-entry
form and held in the Participant’s name by the Company. Such certificate or book-entry shall bear the following (or similar) legend or, if issued in book-entry form, include a similar notation:
“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture)
contained in the Company’s Amended and Restated 2002 Omnibus Incentive Plan and an Agreement entered into between the registered owner and the Company. Copies of such Plan and Agreement are on file in the offices of the Secretary of the
Company, 5501 South Broadband Lane, Sioux Falls, South Dakota 57108.”
****
All other terms under the Plan remain unchanged.
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META FINANCIAL GROUP, INC.
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/s/ Glen W. Herrick
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By:
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Glen W. Herrick
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Its:
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EVP and Chief Financial Officer
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Meta Financial Group, Inc.
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2017 Proxy Statement
B-13
META FINANCIAL GROUP, INC.
2002 OMNIBUS INCENTIVE PLAN
(as amended and restated,
effective November 24, 2014)
Amendment Number 2
WHEREAS
, Meta Financial Group, Inc. (the “Company”) sponsors and
maintains the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan (as amended and restated, effective November 24, 2014, the “Plan”) to facilitate equity compensation and other incentive awards to selected directors, officers and
employees; and
WHEREAS
, the Company desires to amend the Plan to
increase the number of shares available for awards under the Plan.
NOW, THEREFORE
, and subject to shareholder approval, the Plan is hereby amended as follows:
1. Section 4(a) of the Plan is
amended by replacing the phrase “1,150,000 Shares” with the phrase “1,600,000 Shares.”
2. In all other respects, the Plan shall
remain unchanged and in full force and effect.
Adopted this 1st day of November, 2017 by the Company’s Board of Directors and effective on the date it is
approved by the Company’s shareholders.
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META FINANCIAL GROUP, INC.
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/s/ Glen W. Herrick
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By:
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Glen W. Herrick
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Its:
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EVP and Chief Financial Officer
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Meta Financial Group, Inc.
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2017 Proxy Statement
C-1
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META FINANCIAL GROUP, INC.
5501 S. BROADBAND LANE
SIOUX FALLS, SD 57108
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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 the day before the
cut-off
date or
meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any
touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the
cut-off
date or meeting date. Have your proxy card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51
Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — —
— — — — — — — — — — — — — — — — — — — —
— — — — — — — — — — — — — — — — — — — —
— — — — — — — —
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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The Board of Directors recommends you vote FOR the following:
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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1.
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Election of Directors
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☐
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☐
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☐
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Nominees:
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01
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Frederick V. Moore
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02 Becky S. Shulman
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The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.
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For
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Against
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Abstain
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2.
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To approve by a
non-binding
advisory vote, the compensation of our “named executive officers” (a
Say-on-Pay
vote).
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☐
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☐
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☐
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3.
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To approve an amendment to Article Fourth of the Company’s Certificate of Incorporation which would increase the total
number of authorized shares of common stock, par value $0.01 per share, of the Company, to 30 million shares from 15 million shares.
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☐
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☐
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☐
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4.
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To approve the amendment to the Amended and Restated Meta Financial Group, Inc. 2002 Omnibus Incentive Plan (the “2002
Plan”) to increase the aggregate number of shares that may be issued pursuant to the 2002 Plan from 1,150,000 shares to 1,600,000 shares.
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☐
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☐
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☐
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5.
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To ratify the appointment by the Board of Directors of independent registered public accounting firm KPMG LLP as the independent auditors of the Company’s
financial statements for the year ending September 30, 2018.
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☐
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☐
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☐
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NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature [Joint Owners]
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Date
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Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, Annual Report to stockholders, including form
10-K
is/are available at
www.proxyvote.com
— — — — — —
— — — — — — — — — — — — — — — — — — —
— — — — — — — — — — — —
— — — — — — — — — — — — — — —
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META FINANCIAL GROUP, INC.
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Annual Meeting of Stockholders
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January 22,
2018
This proxy is solicited by the Board of Directors
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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 24, 2017, at the annual meeting of stockholders, and at any and all adjournments or postponements
thereof.
ESOP/PROFIT SHARING 401(k) PLAN
PARTICIPANTS:
As a participant in the Meta Financial Group, Inc. Employee Stock Ownership Plan (the “ESOP”) and/or the MetaBank Profit Sharing 401(k) Plan (the “Profit Sharing Plan”), you have the right to direct Delaware
Charter Guarantee & Trust Company, conducting business as Principal Trust Company, the Trustee of the applicable plan, how to vote the shares of Meta Financial Group stock held for you in the plan. You should submit your instructions as
described above. These shares will be voted at the Annual Meeting of Stockholders or at any and all adjournments or postponements of the Annual Meeting. If your instructions are not received by January 17, 2018 or you do not respond, the
Trustee will decide how to vote the shares held for you in the ESOP and/or the Profit Sharing Plan, as applicable. The Trustee will vote these shares as you direct unless doing so would violate the Employee Retirement Income Security Act. The Plan
Sponsor will not be informed as to how you and any other participant have directed the Trustee to vote.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance
with the Board of Directors’ recommendations. 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
reduce the number of directors to be elected or to vote for a substitute nominee designated by the Board of Directors.
Continued and to be signed on reverse side
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