CASH 2017 Proxy Statement

PROPOSAL 3: AMENDMENT TO CERTIFICATE OF INCORPORATION PROPOSAL 3: AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 15 MILLION TO 30 MILLION SHARES. Proposal 3 contemplates an amendment to Article Fourth of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 15 million shares to 30 million shares (the “Charter Amendment”). No increase in the number of authorized shares of nonvoting common stock or preferred stock is proposed. The complete text of the Charter Amendment is set forth on Appendix A to this proxy statement. Such text is, however, subject to revision for such changes as may be required by the Delaware Secretary of State or other changes consistent with this proposal that we may deem necessary or appropriate. On November 1, 2017, the Board of Directors voted to approve and adopt, and to recommend that stockholders approve and adopt, the Charter Amendment. If the Company’s stockholders approve Proposal 3, we intend to file the Charter Amendment with the Delaware Secretary of State immediately following the Annual Meeting. As of the Record Date: • 9,685,398 shares of Common Stock were issued (including 18,936 shares of Common Stock held in treasury) and 9,666,462 shares were outstanding; • 513,355 shares of Common Stock have been reserved for issuance under the Company’s equity compensation plans, leaving a balance of 4,801,247 shares of Common Stock authorized and unissued and not reserved for any specific purpose; • No shares of Preferred Stock were issued and outstanding; and • No shares of nonvoting common stock were issued and outstanding. Reasons for the Charter Amendment The Board of Directors believes it is advisable and in the best interests of the Company’s stockholders to make available additional authorized but unissued shares of Common Stock in order to maintain the Company’s flexibility to use capital stock for various purposes, including capital raising, providing equity incentives to directors and employees to attract and retain talented personnel, paying stock dividends or effecting stock splits, expanding the Company’s business through acquisitions or other strategic transactions involving the issuance of shares, including mergers, acquisitions and other business combinations, and other general corporate purposes. Consistent with the currently authorized but unissued shares of Common Stock, the additional shares of Common Stock authorized by this Proposal 3, if approved by stockholders, would be available for issuance without further action by stockholders, unless further action is required by law, the rules of the NASDAQ Stock Market or any other stock exchange on which the Common Stock, as applicable, may be then listed. If stockholders do not approve and adopt the proposed Charter Amendment, the Company may not be able to pursue the actions noted above when determined by the Board to be appropriate and in the best interests of the Company and its stockholders. Meta Financial Group, Inc. | 2017 Proxy Statement 45