CASH 2017 Proxy Statement

PROPOSAL 4: AMENDMENT AND ADOPTION OF THE 2002 PLAN PROPOSAL 4: AMENDMENT AND ADOPTION OF THE 2002 PLAN. 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: • key data relating to outstanding equity awards and shares available for grant; • historical award information, including past share usage; • a dilution analysis; and • expected future share needs. Summary Description of the 2002 Plan, as amended by Proposal 4 Purposes and Eligibility 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. Administration and Types of Awards 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. Meta Financial Group, Inc. | 2017 Proxy Statement 47