Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 25, 2018

META FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
0-22140
42-1406262
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5501 South Broadband Lane, Sioux Falls, South Dakota 57108
(Address of principal executive offices) (Zip Code)

(605) 782-1767
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 
 
 
 
 





Item 7.01    Regulation FD Disclosure.
Effective September 28, 2018, Brent Turner, Executive Vice President and Head of Consumer Lending of Meta Financial Group, Inc. (the “Company”) and MetaBank (the “Bank”), separated from the Company. Mr. Turner’s responsibilities have been assumed by other members of Meta’s senior management.

In connection with Mr. Turner’s separation from the Company, the Bank and Mr. Turner entered into a Separation and Consulting Agreement (the “Agreement”), effective as of September 28, 2018 (the “Separation Date”).  Pursuant to the Agreement, effective as of the Separation Date, the Employment Agreement between the Company and Mr. Turner terminated and, in connection therewith, the Company (1) amended Mr. Turner’s outstanding restricted stock award to provide for continued vesting of unvested shares following the termination of the employment agreement, and (2) agreed that Mr. Turner would be eligible to receive the bonus to which Mr. Turner would have been entitled pursuant to the employment agreement with respect to the Company’s 2018 fiscal year. Under the terms of the Agreement, Mr. Turner will provide consulting services to the Bank for a period of up to two years, for which the Bank has agreed to pay Mr. Turner a monthly consulting fee during the consulting period. Pursuant to the Agreement, Mr. Turner agreed to certain noncompetition and nonsolicitation covenants, as well as providing the Company with a right of first offer for certain business arrangements that the Bank might be interested in pursuing.

On September 25, 2018, the Company issued a press release (the “Press Release”) announcing Mr. Turner’s separation from the Company, effective September 28, 2018.  A copy of the Press Release is furnished herewith as Exhibit 99.1 and is hereby incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing.


Item 9.01    Financial Statements and Exhibits.    
(d) Exhibits.
Exhibit Number
Description of Exhibit
Press Release of Meta Financial Group, Inc. dated September 25, 2018.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
META FINANCIAL GROUP, INC.
 
 
 
Date: September 25, 2018
By:
/s/ Glen W. Herrick
 
 
Glen W. Herrick
 
 
Executive Vice President, Chief Financial Officer,
 
 
and Secretary
 
 
 
 
 
 
 
 
 
 
 
 



Exhibit


Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12468954&doc=3

Meta Financial Group, Inc.® Announces Transition of Leadership in Tax Services and Consumer Lending
 
Sioux Falls, S.D., September 25, 2018 (GLOBE NEWSWIRE) - Meta Financial Group, Inc.® (Nasdaq: CASH) (“Meta” or the “Company”) announced today that Brent Turner will step down as Executive Vice President and Head of Consumer Lending of Meta Financial Group and MetaBank, effective September 28. The Company and Mr. Turner entered into a Separation and Consulting Agreement (the “Agreement”), the terms of which include Mr. Turner’s providing of consulting and other services to the Company for a period of up to two years. Mr. Turner’s responsibilities have been assumed by other members of Meta’s senior management.
“I would like to thank Brent for his significant contributions to the growth of MetaBank in recent years,” said President Brad Hanson. “In particular, his leadership over our tax services business and national consumer lending initiatives has been instrumental to our success as we have evolved our business mix and positioned Meta as a leader in providing needed services to the underbanked and unbanked population. We’ve always known Brent as a serial entrepreneur, and we have been planning for the right timing as part of our acquisition of Specialty Consumer Services (“SCS”) in 2016 that would provide for a transition for him to move on to develop other business. We are appreciative to be able to continue to engage with Brent on a consulting basis over the near term, and wish him the very best in his future endeavors.”
“I would like to thank Tyler, Brad and the entire team at Meta for their support and dedication,” said Mr. Turner. “I am extremely proud of what we have accomplished together these past couple of years. I am particularly proud that members of the SCS team have taken on meaningful leadership roles at Meta, and I look forward to watching the Company continue to be at the forefront of innovation to improve the delivery of vital financial products and services.”
Under the terms of the Agreement, Mr. Turner is not entitled to the severance package provided for under his employment agreement with the Company. Mr. Turner has also agreed to certain noncompetition and nonsolicitation covenants, as well as providing the Company with a right of first offer for certain business arrangements that Meta might be interested in pursuing.
About Meta Financial Group®
Meta Financial Group, Inc.®(Nasdaq: CASH) is the holding company for the financial services company MetaBank® (“Meta”). Founded in 1954, Meta has grown to operate in several different financial sectors: payments, tax services, national commercial lending, community banking, national consumer lending and insurance premium financing. Meta works with high-value niche industries, strategic-growth companies and technology adopters to grow their businesses and build more profitable customer relationships. Meta tailors solutions for bank and non-bank businesses, and provides a focused collaborative approach. The organization is helping to shape the evolving financial services landscape by directly investing in innovation and acquiring complementary businesses that strategically expand its suite of services. Meta has a national presence and over 1,200 employees, with corporate headquarters in Sioux Falls, S.D. For more information, visit the Meta Financial Group website or LinkedIn.
Investor Relations and Media Contact:
 
Brittany Kelley Elsasser
 
Director of Investor Relations
 
605.362.2423
 
bkelley@metabank.com