Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )



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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)

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

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on January 22, 2018












Meeting Information



Meeting Type: Annual Meeting


For holders as of: November 24, 2017


Date: January 22, 2018         Time: 1:00 PM CST




MetaBank Corporate Services

5501 South Broadband Lane

Sioux Falls, South Dakota, 57108









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


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 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.


— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:

   1.  Notice & Proxy Statement     2.  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 LOGO (located on the following page) and visit:
   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:     
      2) BY TELEPHONE:    1-800-579-1639     
      3) BY E-MAIL*:     
   * 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 LOGO     (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 January 08, 2018 to facilitate timely delivery.


— How To Vote —

Please Choose One of the Following Voting Methods



Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO     available and follow the instructions.



Vote By Telephone: To vote now by Telephone, call 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call and then 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.


  Voting items         

The Board of Directors recommends you vote

FOR the following:


1.     Election of Directors




01    Frederick V. Moore         02    Becky S. Shulman


The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.


2.     To approve by a non-binding advisory vote, the compensation of our “named executive officers” (a Say-on-Pay vote).


3.     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.


4.     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.


5.     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.


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