CASH 2017 Proxy Statement

PROXY STATEMENT META FINANCIAL GROUP, INC 5501 South Broadband Lane Sioux Falls, South Dakota 57108 (605) 782-1767 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To be held January 22, 2018 INTRODUCTION The board of directors (the “Board” or the “Board of Directors”) of Meta Financial Group, Inc. (“Meta Financial” or the “Company”) is using this proxy statement to solicit proxies from the holders of the common stock, par value $0.01 per share, of the Company (“Common Stock”) for use at Meta Financial’s Annual Meeting of Stockholders (“Annual Meeting”). We are commencing mailing of the Notice of Internet Availability of Proxy Materials (the “Notice”), in lieu of a paper copy of this proxy statement, to our stockholders on or about December 4, 2017. Certain information provided herein relates to MetaBank, which is a wholly owned subsidiary of Meta Financial. INFORMATION ABOUT THE ANNUAL MEETING Time and Place of the Annual Meeting; Matters to be Considered at the Annual Meeting Time and Place of the Annual Meeting . Our Annual Meeting will be held as follows: Date: January 22, 2018 Time: 1:00 p.m., local time Place: MetaBank Corporate Services 5501 South Broadband Lane Sioux Falls, South Dakota Matters to be Considered at the Annual Meeting . At the Annual Meeting, stockholders of Meta Financial will be asked to consider and vote on the following proposals: Proposal Board’s recommendation Page Reference 1. Election of two directors FOR 8 2. Advisory vote to approve the compensation of our named executives FOR 44 3. Amendment to Article Fourth of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 30 million from 15 million shares FOR 45 4. Amendment to the 2002 Plan to increase the number of shares issuable thereunder to 1,600,000 from 1,150,000 FOR 47 5. Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm FOR 54 The stockholders may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any other business to be presented for consideration at the Annual Meeting other than the matters described in this proxy statement. Meta Financial Group, Inc. | 2017 Proxy Statement 1