PATHWARD FINANCIAL, INC. — Proxy Solicitation & Information Statement 2021

Jan 14, 2021

DEFA14A 1 lcash2021_defa14a.htm META FINANCIAL GROUP INC - DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant

| Check the
appropriate box: | |
| --- | --- |
| ● | Preliminary Proxy Statement |
| ● | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ● | Definitive Proxy Statement |
| ● | Definitive Additional Materials |
| ● | Soliciting
Material Pursuant to § 240.14a-12 |

META FINANCIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

| Payment of Filing Fee (Check
the appropriate box): — ● | No fee required. | |
| --- | --- | --- |
| ● | Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
| | (5) | Total fee paid: |
| ● | Fee paid previously with
preliminary materials. | |
| ● | Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
| | (3) | Filing Party: |
| | (4) | Date Filed: |

Field: Page; Sequence: 1

Field: /Page

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on February 23, 2021.

META FINANCIAL GROUP, INC. 5501 S. BROADBAND LANE SIOUX FALLS,
SD 57108
●

Meeting Information

Meeting Type: Annual Meeting

For holders as of: December 31, 2020

Date: February 23, 2021 Time: 9:00 am CST

Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/CASH2021.

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CASH2021 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Field: Page; Sequence: 1

Field: /Page

—— Before You Vote ——

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT TO STOCKHOLDERS INCLUDING FORM 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET :	www.proxyvote.com
2) BY TELEPHONE :	1-800-579-1639
3) BY E-MAIL* :	sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 9, 2021 to facilitate timely delivery.

—— How To Vote ——

Please Choose One of the Following Voting Methods

Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

During The Meeting:

Go to www.virtualshareholdermeeting.com/CASH2021. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Field: Page; Sequence: 2

Field: /Page

Voting Items

The Board of Directors recommends you vote FOR the following:

1.
Nominees:
01)	Frederick V. Moore
02)	Becky S. Shulman
03)	Lizabeth H. Zlatkus
04)	Ronald D. McCray

The Board of Directors recommends you vote FOR the following proposals:

| 2. | To approve, by a non-binding advisory vote, the compensation of our “named executive officers”
(a Say-on-Pay vote). |
| --- | --- |
| 3. | To ratify the appointment by the Board of Directors of the independent registered public accounting firm Crowe LLP as
the independent auditors of Meta Financial’s financial statements for the fiscal year ending September 30, 2021. |

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

Field: Page; Sequence: 3

Field: /Page

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 3

Field: /Page