Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2021, Sonja Theisen was promoted to Senior Vice President and
Chief of Staff of Meta Financial Group, Inc. (the "Company"). Ms. Theisen had
served as Senior Vice President & Chief Accounting Officer of the Company since
2015.
In connection with Ms. Theisen's promotion, on February 24, 2021, the Company's
Board of Directors (the "Board") appointed Jennifer W. Warren, 38, to serve as
Senior Vice President & Chief Accounting Officer of the Company. Ms. Warren had
previously served as Senior Vice President, Bank & Payment Operations and Senior
Vice President, Partner Services and Delivery since 2017. Prior to that, she
served as Senior Vice President, Chief Audit Executive from 2015 to 2017. Prior
to joining the Company in 2015, Ms. Warren served in various accounting and risk
management roles at Great Western Bank and KPMG. Ms. Warren received a B,A. in
Accounting from Luther College in 2004, and earned a Certified Public Accountant
license shortly thereafter. The Board also designated Ms. Warren as the
Company's principal accounting officer.
There are no arrangements or understandings between Ms. Warren and any other
person pursuant to which she was appointed, nor are there are any family
relationships between Ms. Warren and any of the Company's directors or executive
officers. Ms. Warren does not have any material interest in any transactions,
relationships or arrangements with the Company that would require disclosure
under Item 404(a) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
At the 2021 Annual Meeting of Stockholders of Meta Financial Group, Inc. (the
"Company") held on February 23, 2021 in Sioux Falls, South Dakota (the "Annual
Meeting"), the following proposals were voted on as follows:
Proposal 1:
To elect four directors: three directors (Mr. Moore, Ms. Shulman and Ms.
Zlatkus) for a term of three years and one director (Mr. McCray) for a term of
one year, in each case until their successors are elected and duly qualified:
Nominee For Withheld Broker Non-Votes
Frederick V. Moore 22,694,998 1,456,963 3,802,275
Becky S. Shulman 23,451,116 700,845 3,802,275
Lizabeth H. Zlaktus 23,955,370 196,591 3,802,275
Ronald D. McCray 23,955,534 196,427 3,802,275
The following directors continue to serve on the Board of Directors following
the Annual Meeting: Douglas J. Hajek, Bradley C. Hanson, Elizabeth G. Hoople,
Michael R. Kramer and Kendall E. Stork.
On February 24, 2021, the Company issued a press release announcing the election
of two new directors, Ms. Zlatkus and Mr. McCray. A copy of the Company's press
release is included as Exhibit 99.1.
Proposal 2:
To approve, by a non-binding advisory vote, the compensation of the Company's
"named executive officers" (a "Say-on-Pay" vote), with 22,798,573 votes cast
for, 1,284,068 votes cast against, 69,320 votes abstaining and 3,802,275 broker
non-votes.
Proposal 3:
To ratify the appointment by the Board of Directors of independent registered
public accounting firm Crowe LLP as the independent auditors of the Company's
financial statements for the year ending September 30, 2021, as disclosed in the
Proxy Statement, with 27,726,335 votes cast for, 201,565 votes cast against and
26,336 votes abstaining.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press Release, dated February 24, 2021.
Cover Page Interactive Data File (the cover page iXBRL tags are
104 embedded within the Inline XBRL document).
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