[FIRST MIDWEST FINANCIAL, INC. LETTERHEAD]
December 15, 2004
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of First Midwest
Financial, Inc., we cordially invite you to attend our Annual Meeting of
shareholders. The meeting will be held at 1:00 p.m. local time on Monday,
January 24, 2005, at our main office located at Fifth at Erie, Storm Lake, Iowa.
The attached Notice of Annual Meeting of Shareholders and Proxy Statement
discuss the business to be conducted at the meeting. We have also enclosed a
copy of our Annual Report to Shareholders. At the meeting, we will report on
First Midwest Financial's operations and outlook for the year ahead.
We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, please read the enclosed Proxy Statement and then complete,
sign and date the enclosed proxy card and return it in the accompanying
postage-paid return envelope as promptly as possible. This will save us the
additional expense of soliciting proxies and will ensure that your shares are
represented at the meeting. Regardless of the number of shares you own, your
vote is very important. Please act today.
Your Board of Directors and management are committed to the continued
success of First Midwest Financial and the enhancement of your investment. As
Chairman of the Board and Chief Executive Officer, I want to express my
appreciation for your confidence and support.
Very truly yours,
/s/ James S. Haahr
JAMES S. HAAHR
Chairman of the Board and
Chief Executive Officer
FIRST MIDWEST FINANCIAL, INC.
Fifth at Erie
Storm Lake, Iowa 50588
(712) 732-4117
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on January 24, 2005
--------------------------------------------------
Notice is hereby given that the Annual Meeting of shareholders of First
Midwest Financial, Inc. will be held at our main office located at Fifth at
Erie, Storm Lake, Iowa, on Monday, January 24, 2005, at 1:00 p.m. local time. At
the Annual Meeting, shareholders will be asked to:
o Elect two (2) directors, each for a term of three (3) years; and
o Consider and act upon a proposal to amend our Certificate of
Incorporation to change our name to Meta Financial Group, Inc.
Your Board of Directors recommends that you vote "FOR" the election of each
of the director nominees and "FOR" the proposal to amend our Certificate of
Incorporation to change our name to Meta Financial Group, Inc.
Shareholders also will transact any other business that may properly come
before the Annual Meeting, or any adjournments or postponements thereof. We are
not aware of any other business to come before the meeting.
The record date for the Annual Meeting is November 29, 2004. Only
shareholders of record at the close of business on that date are entitled to
notice of and to vote at the Annual Meeting, or any adjournment or postponement
thereof.
A proxy card and proxy statement for the Annual Meeting are enclosed.
Whether or not you plan to attend the Annual Meeting, please take the time to
vote now by completing, signing, dating and mailing the enclosed proxy card
which is solicited on behalf of the Board of Directors. Your proxy will not be
used if you attend and vote at the Annual Meeting in person. Regardless of the
number of shares you own, your vote is very important. Please act today.
Thank you for your continued interest and support.
By Order of the Board of Directors
/s/ James S. Haahr
--------------------------
JAMES S. HAAHR
Chairman of the Board and
Chief Executive Officer
Storm Lake, Iowa
December 15, 2004
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Important: The prompt return of proxies will save us the expense of further
requests for proxies to ensure a quorum at the Annual Meeting. A pre-addressed
envelope is enclosed for your convenience. No postage is required if mailed
within the United States.
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FIRST MIDWEST FINANCIAL, INC.
Fifth at Erie
Storm Lake, Iowa 50588
(712) 732-4117
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF SHAREHOLDERS
To be held January 24, 2005
INTRODUCTION
Our Board of Directors is using this proxy statement to solicit proxies
from the holders of First Midwest Financial, Inc. ("First Midwest" or "Company")
common stock for use at First Midwest's Annual Meeting of shareholders ("Annual
Meeting"). We are mailing this proxy statement and the enclosed form of proxy to
our shareholders on or about December 15, 2004.
Certain information provided herein relates to First Federal Savings Bank
of the Midwest and Security State Bank, both of which are wholly owned
subsidiaries of First Midwest. First Federal Savings Bank of the Midwest and
Security State Bank are sometimes referred to in this proxy statement as "First
Federal" and "Security State," respectively. First Federal and Security State
are collectively referred to in this proxy statement as the "Banks."
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 A nnual Meeting will be held as
follows:
Date: January 24, 2005
Time: 1:00 p.m., local time
Place: First Federal Savings Bank of the Midwest
Fifth at Erie
Storm Lake, Iowa
Matters to be Considered at the Annual Meeting. At the Annual Meeting,
shareholders of First Midwest are being asked to consider and vote upon (i) the
election of two directors, each for a three-year term, and (ii) a proposal to
amend our Certificate of Incorporation to change our name to Meta Financial
Group, Inc. The shareholders also will 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.
Voting Rights; Vote Required
Voting Rights of Shareholders. November 29, 2004 is the record date for the
Annual Meeting. Only shareholders of record of First Midwest common stock as of
the close of business on that date are
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entitled to notice of, and to vote at, the Annual Meeting. You are entitled to
one vote for each share of First Midwest common stock you own. On November 29,
2004, 2,491,025 shares of First Midwest common stock were outstanding and
entitled to vote at the Annual Meeting.
ESOP Shares. We maintain the First Midwest Employee Stock Ownership Plan
("ESOP"), which owns approximately 11.11 percent of the First Midwest common
stock outstanding. Employees of First Midwest and the Banks participate in the
ESOP. Each ESOP participant is entitled to instruct the trustee of the ESOP how
to vote such participant's shares of First Midwest common stock allocated to his
or her ESOP account. If an ESOP participant properly executes the voting
instruction card distributed by the ESOP trustee, the ESOP trustee will vote
such participant's shares in accordance with the participant's instructions.
Where properly executed voting instruction cards are returned to the ESOP
trustee with no specific instruction as how to vote at the Annual Meeting, the
trustee may vote such shares in its discretion. In the event the ESOP
participant fails to give timely voting instructions to the trustee with respect
to the voting of the common stock that is allocated to the participant's ESOP
account, the ESOP trustee may vote such shares in its discretion. The ESOP
trustee will vote the shares of First Midwest common stock held in the ESOP but
not allocated to any participant's account in the manner directed by the
majority of the participants who directed the trustee as to the manner of voting
their allocated shares.
Shares held by a Broker. If you are the beneficial owner of shares held by
a broker in "street name," your broker, as the record holder of the shares, will
vote the shares in accordance with your instructions. If you do not give
instructions to your broker, your broker will nevertheless be entitled to vote
the shares with respect to "discretionary" items, but will not be permitted to
vote your shares with respect to "non-discretionary" items. In the case of
non-discretionary items, the shares will be treated as "broker non-votes." The
election of directors is expected to be considered a "discretionary" item, in
which case your broker may vote your shares without instructions from you. The
amendment of our Certificate of Incorporation to change our name is expected to
be considered a "non-discretionary" item, in which case your broker will not be
entitled to vote your shares with respect to this proposal without an
instruction from you.
Votes Required for Name Change. The affirmative vote of a majority of the
stock present in person or by proxy and entitled to vote at the Annual Meeting
is required to approve an amendment to our Certificate of Incorporation changing
our name to Meta Financial Group, Inc.
Votes Required for Election of Directors and a Quorum. Directors are
elected by a plurality of the votes cast, in person or by proxy, at the Annual
Meeting by holders of First Midwest common stock. This means that the two
director nominees with the most affirmative votes will be elected to fill the
two available seats. Shares that are represented by proxy which are marked "vote
withheld" for the election of one or more director nominees and broker non-votes
will have no effect on the vote for the election of directors, although they
will be counted for purposes of determining whether there is a quorum. A quorum
is necessary in order for us to conduct the Annual Meeting, and if one-third of
all the shares entitled to vote are in attendance at the meeting, either in
person or by proxy, then the quorum requirement is met.
If a director nominee is unable to stand for election, the Board of
Directors may either reduce the number of directors to be elected or select a
substitute nominee. If a substitute nominee is selected, the proxy holders will
vote your shares for the substitute nominee, unless you have withheld authority.
As of the date of this Proxy Statement, we are not aware of any reason that a
director nominee would be unable to stand for election.
Your Board of Directors unanimously recommends that you vote "FOR" each of
the director nominees set forth in this proxy statement, and "FOR" the proposal
to amend our Certificate of Incorporation to change our name to Meta Financial
Group, Inc.
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Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs
Voting of Proxies. You may vote in person at the Annual Meeting or by
proxy. To ensure your representation at the Annual Meeting, we recommend that
you vote now by proxy even if you plan to attend the Annual Meeting. You may
change your vote by attending and voting at the Annual Meeting or by submitting
another proxy at a later date. See "Revocability of Proxies" below.
Voting instructions are included on your proxy card. Shares of First
Midwest common stock represented by properly executed proxies will be voted by
the individuals named in such proxy in accordance with the shareholder's
instructions. Where properly executed proxies are returned to First Midwest with
no specific instruction as how to vote at the Annual Meeting, the persons named
in the proxy will vote the shares "FOR" the proposal to change our name to Meta
Financial Group, Inc. and "FOR" the election of each of the director nominees.
The persons named in the proxy will have the discretion to vote on any
other business properly presented for consideration at the Annual Meeting in
accordance with their best judgment. We are not aware of any other matters to be
presented at the Annual Meeting other than those described in the Notice of
Annual Meeting of Shareholders accompanying this document.
You may receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually, some jointly
with your spouse and some in trust for your children -- in which case you would
receive three separate proxy cards to vote.
Revocability of Proxies. You may revoke your proxy before it is voted by:
o submitting a new proxy with a later date;
o notifying the Corporate Secretary of First Midwest in writing before
the Annual Meeting that you have revoked your proxy; or
o voting in person at the Annual Meeting.
If you plan to attend the Annual Meeting and wish to vote in person, we
will give you a ballot at the Annual Meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring an
authorization letter from the broker, bank or nominee indicating that you were
the beneficial owner of First Midwest common stock on November 29, 2004, the
record date for voting at the Annual Meeting, if you wish to vote in person.
Proxy Solicitation Costs. We will pay our own costs of soliciting proxies.
In addition to this mailing, First Midwest's directors, officers and employees
may also solicit proxies personally, electronically or by telephone. We will
also reimburse brokers, banks and other nominees for their expenses in sending
these materials to you and obtaining your voting instructions.
STOCK OWNERSHIP
The following table presents information regarding the beneficial ownership
of First Midwest common stock as of November 29, 2004, by:
o those persons or entities (or group of affiliated persons or entities)
known by management to beneficially own more than five percent of our
outstanding common stock;
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o each director and director nominee of First Midwest;
o each executive officer of First Midwest named in the Summary
Compensation Table appearing under "Executive Compensation" below; and
o all of the executive officers and directors of First Midwest as a
group.
The persons named in the table below have sole voting power for all shares
of common stock shown as beneficially owned by them, subject to community
property laws where applicable and except as indicated in the footnotes to the
table.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC"). In computing the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of common stock subject to outstanding options held by that
person that are currently exercisable or exercisable within 60 days after
November 29, 2004 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person. Percentage ownership is based on 2,491,025 shares of common stock
outstanding on November 29, 2004.
Shares Beneficially
Beneficial Owners Owned Percent of Class
--------------------------------------------------------------------- ------------------- -----------------
Tontine Financial Partners, L.P. 218,600 8.78%
First Midwest Financial, Inc. Employee Stock Ownership Plan(1) 276,630 11.11
E. Wayne Cooley, Director(2) 75,970 3.05
E. Thurman Gaskill, Director(3) 50,014 2.01
James S. Haahr, Chairman of the Board and CEO(4) 336,691 13.17
J. Tyler Haahr, Director, President and COO(4) (5) 156,000 6.03
G. Mark Mickelson, Director 640 *
Rodney G. Muilenburg, Director(6) 109,051 4.38
Jeanne Partlow, Director 3,978 *
Ronald J. Walters, Senior Vice President, Secretary, Treasurer -- *
and CFO
Directors and executive officers of First Midwest 732,343 27.63
and the Banks as a group (8 persons)(7)
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* Indicates less than 1%.
(1) Represents shares held by the ESOP, 255,818 shares of which have been
allocated to accounts of participants. Pursuant to the terms of the ESOP,
each ESOP participant has the right to direct the voting of shares of
common stock allocated to his or her account under the ESOP. Security
National Bank, Sioux City, Iowa, as the ESOP trustee, may be deemed to
beneficially own the shares held by the ESOP which have not been allocated
to the accounts of participants.
(2) Includes 5,100 shares as to which Mr. Cooley has reported shared ownership.
(3) Includes 49,114 shares as to which Mr. Gaskill has reported shared
ownership.
(4) Mr. James S. Haahr is the father of Mr. J. Tyler Haahr. Includes 65,632
shares which Mr. James S. Haahr has the right to acquire pursuant to stock
options, and 83,869 held by a limited liability company of which Mr. James
S. Haahr is a member.
(5) Includes 1,324 shares as to which Mr. J. Tyler Haahr has reported shared
ownership, 94,064 shares which Mr. J. Tyler Haahr has the right to acquire
pursuant to stock options, and 31,708 shares held by a trust of which Mr.
J. Tyler Haahr is a trustee.
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(6) Includes 41,144 shares as to which Mr. Muilenburg has reported shared
ownership.
(7) Includes shares held directly, as well as, jointly with family members or
held by trusts, with respect to which shares the listed individuals or
group members may be deemed to have sole or shared voting and investment
power. Included in the shares reported as beneficially owned by all
directors and executive officers are options to purchase 159,696 shares of
First Midwest common stock.
NAME CHANGE
The new name is the culmination of the Company's plan to unify its
affiliates under a common identifying name. The names of First Midwest's
affiliate banks, First Federal and Security State, as well as the names of the
two banking divisions of First Federal, Brookings Federal Bank and Iowa Savings
Bank, will change to a form of "MetaBank." First Services Trust Corporation will
become Meta Trust. The Company's recently implemented prepaid debit card
division currently operates under the name Meta Payment Systems.
The name change will not affect the ownership of the company or its
operating structure. The Company will keep the ticker symbol "CASH" and
shareholders will be able to retain their current stock certificates. The Board
of Directors recommends you vote "FOR" the proposal to amend our Certificate of
Incorporation to change our name to Meta Financial Group, Inc.
ELECTION OF DIRECTORS
Our Board of Directors currently consists of seven members. Approximately
one-third of the directors are elected annually to serve for a three-year period
or until their respective successors are elected and qualified. All of our
director nominees currently serve as First Midwest directors.
The table below sets forth information regarding our Board of Directors,
including their age, position with First Midwest and term of office. If any
director nominee is unable to serve before the election, your proxy authorizes a
vote for a replacement nominee if our Board of Directors names one. At this
time, we are not aware of any reason why a nominee might be unable to serve if
elected. Except as disclosed in this proxy statement, there are no arrangements
or understandings between any nominee and any other person pursuant to which
such nominee was selected. The Board of Directors recommends you vote "FOR" each
of the director nominees.
Director Term to
Name Age Position(s) Held in First Midwest Since (1) Expire
-------------------- -------- ------------------------------------------ -------- --------
Nominees
--------
E. Thurman Gaskill 69 Director 1982 2008
Rodney G. Muilenburg 60 Director 1989 2008
Directors Remaining in Office
-----------------------------
James S. Haahr(2) 65 Chairman of the Board and CEO 1962 2006
G. Mark Mickelson 38 Director 1997 2006
Jeanne Partlow 71 Director 1996 2006
E. Wayne Cooley 82 Director 1985 2007
J. Tyler Haahr(2) 41 Director, President and COO 1992 2007
-------------------
(1) Includes service as a director of First Federal.
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(2) James S. Haahr is the father of J. Tyler Haahr.
The principal occupation of each director of First Midwest and each of the
nominees for director is set forth below. All directors and nominees have held
their present position for at least five years unless otherwise indicated.
E. Wayne Cooley - Dr. Cooley is Consultant Emeritus of the Iowa Girls' High
School Athletic Union in Des Moines, Iowa. He is Executive Vice President of the
Iowa High School Speech Association, a member of the Buena Vista University
Board of Trustees, a member of the Drake Relays Executive Committee, and on the
Board of Directors of the Women's College Basketball Association Hall of Fame.
Dr. Cooley has served as Chairman of the Iowa Heart Association and as Vice
Chairman of the Iowa Games. He is a 1943 graduate of Buena Vista College in
Storm Lake, Iowa, and holds honorary doctorate degrees from Buena Vista
University, Storm Lake, Iowa and Morningside College, Sioux City, Iowa.
J. Tyler Haahr - Mr. Haahr is President and Chief Operating Officer for
First Midwest Financial, Inc.; President and Chief Operating Officer for First
Federal Savings Bank of the Midwest; Chief Executive Officer of Security State
Bank; Vice President and Secretary of First Services Financial Limited; and
President of First Services Trust Company. Mr. Haahr has been employed by First
Midwest and its affiliates since March 1997. He was previously a partner with
the law firm of Lewis and Roca LLP, Phoenix, Arizona. Mr. Haahr serves on the
Board of Directors of the Sioux Falls YMCA. Mr. Haahr received his B.S. degree
with honors at the University of South Dakota in Vermillion, South Dakota. He
graduated with honors from the Georgetown University Law Center, Washington,
D.C.
E. Thurman Gaskill - Mr. Gaskill has owned and operated a grain farming
operation located near Corwith, Iowa, since 1958. He has served as a
commissioner with the Iowa Department of Economic Development and also as a
commissioner with the Iowa Department of Natural Resources. Mr. Gaskill is a
past president of Iowa Corn Growers Association, past chairman of the United
States Feed Grains Council, and has served in numerous other agriculture
positions. He was re-elected to the Iowa State Senate in 2004 and represents
District 6. He has served as Chairman of the Senate Agricultural Committee and
as Assistant Majority Leader of the Iowa Senate.
Rodney G. Muilenburg - Mr. Muilenburg is a retired dairy specialist with
Purina Mills, Inc. He is currently a Consultant for TransOva Genetics, Dairy
Division. Mr. Muilenburg received a B.A. degree in Biological Science from
Northwestern College, Orange City, Iowa; M.A. degree in secondary school
education from Mankato State University, Mankato, Minnesota; and a Specialist
Degree in secondary school administration from Mankato State University,
Mankato, Minnesota.
James S. Haahr - Mr. Haahr is the Chairman of the Board and Chief Executive
Officer for First Midwest Financial, Inc., a position he has held since June
1993. Mr. Haahr is also Chairman of the Board and Chief Executive Officer of
First Federal Savings Bank of the Midwest. Mr. Haahr serves as Chairman of the
Board of Security State Bank. Mr. Haahr has served in various capacities since
beginning his career with First Federal in 1961. He is Chairman of the Board of
Trustees and former Chairman of the Investment Committee of Buena Vista
University. He is a former member of the Savings Association Insurance Fund
Industry Advisory Committee to the FDIC, and a past member of the Legislative
Committee of Iowa Bankers Association. Mr. Haahr is former Vice Chairman of the
Board of Directors of the Federal Home Loan Bank of Des Moines, former Chairman
of the Iowa League of Savings Institutions, a former member of the Board of
Directors of America's Community Bankers and a former director of the U.S.
League of Savings Institutions. Mr. Haahr received his B.S. degree from Buena
Vista College, Storm Lake, Iowa.
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G. Mark Mickelson - Mr. Mickelson is a partner with Mickelson & Newell LLC,
a transaction advisory services and private capital investment firm based in
Sioux Falls, South Dakota. In addition, Mr. Mickelson's business interests
include commercial real estate investment and development. Previously, Mr.
Mickelson was employed with Northwestern Corporation and subsidiaries, and Hegg
Companies in Sioux Falls, South Dakota. Mr. Mickelson received his undergraduate
degree in Business Administration from the University of South Dakota in
Vermillion, South Dakota, and he graduated Magna Cum Laude from Harvard Law
School. He is a licensed attorney and a Certified Public Accountant.
Jeanne Partlow - Mrs. Partlow retired in June 1998 as President of the Iowa
Savings Bank Division of First Federal, located in Des Moines, Iowa. She was
President, Chief Executive Officer and Chairman of the Board of Iowa Savings
Bank, F.S.B., from 1987 until the end of December 1995, when Iowa Savings Bank
was acquired by and became a division of First Federal Savings Bank of the
Midwest. Mrs. Partlow is a past member of the Board of Directors of the Federal
Home Loan Bank of Des Moines with over 30 years of bank management experience.
COMMUNICATING WITH OUR DIRECTORS
Although the Company has not to date developed formal processes by which
shareholders may communicate directly with directors, it believes that the
informal process, in which any communication addressed to the Board at the
Company's offices at Fifth at Erie, Storm Lake, Iowa 50588, in care of Investor
Relations, the Chairman of the Board, President or other corporate officer is
forwarded to the Board, has served the Board's and shareholders' needs. There is
currently no screening process, and all shareholder communications that are
received by officers for the Board's attention are forwarded to the Board. In
view of recently adopted SEC disclosure requirements relating to this issue, the
Board may consider development of more specific procedures. Until any other
procedures are developed, any communications to the Board should be sent to it
in care of Investor Relations.
MEETINGS AND COMMITTEES
Meetings
Meetings of the Board of Directors are generally held on a monthly basis.
The Board of Directors conducted 12 regular meetings during fiscal 2004. Each
director attended at least 75% of the Board meetings and the meetings of any
committees on which he or she served.
Committees
The Board of Directors of First Midwest has an Audit Committee,
Compensation Committee, Stock Option Committee, and Nominating Committee.
Audit Committee Compensation Committee
--------------- ----------------------
E. Wayne Cooley E. Wayne Cooley
G. Mark Mickelson E. Thurman Gaskill
Jeanne Partlow Rodney G. Muilenburg
Jeanne Partlow
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Stock Option Committee Nominating Committee
---------------------- --------------------
E. Thurman Gaskill E. Thurman Gaskill
Rodney G. Muilenburg Rodney G. Muilenburg
Jeanne Partlow
The Audit Committee met three times during fiscal 2004. The functions of
the Audit Committee are as follows:
o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and
regulatory compliance;
o Monitor the independence and performance of the Company's independent
auditors and internal auditing department; and
o Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.
The Compensation Committee met once during fiscal 2004. The functions of
the Compensation Committee are as follows:
o Make salary and bonus recommendations, administer our restricted stock
plan, and determine terms and conditions of employment of the officers
of First Midwest;
o Oversee the administration of our employee benefit plans covering
employees generally; and
o Make recommendations to the Board of Directors with respect to our
compensation policies.
The Stock Option Committee met once during fiscal 2004. The functions of
the Stock Option Committee are as follows:
o Administer our stock incentive plans; and
o Make recommendations to the Board of Directors with respect to our
stock compensation policies.
The Nominating Committee is comprised entirely of "independent directors",
as such term is defined by applicable SEC and NASDAQ rules, and operates
pursuant to a written charter, a copy of which is attached to this Proxy
Statement as Appendix A. Nominations of persons for election to the Board of
Directors may be made only by or at the direction of the Nominating Committee,
or by any shareholder entitled to vote for the election of directors who
complies with the notice procedures set forth in the By-laws of First Midwest.
Pursuant to the By-laws, nominations by shareholders must be delivered in
writing to the Secretary of First Midwest at least 30 days prior to the date of
the Annual Meeting; provided, however, that in the event that less than 40 days'
notice or prior disclosure of the date of the Annual Meeting is given or made to
shareholders, to be timely, notice by the shareholder must be received at the
executive offices of First Midwest not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure thereof was made. Except as may be required by
rules promulgated by NASDAQ or the SEC, currently there are no specific, minimum
qualifications that must be met by each candidate for the Board of
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Directors, nor are there any specific qualities or skills that are necessary for
one or more of the members of the Board of Directors to possess.
The Company is incorporated in Delaware and has held its annual meetings in
Iowa since its incorporation. Senior members of management have been present at
each annual meeting to meet with shareholders and answer any questions.
Historically, shareholder attendance has been limited, which we attribute to our
policy of regular and detailed communications with our shareholders and
investors through meeting with management and other investor relations
activities. Due to adverse weather conditions, last year's annual meeting was
not attended by all directors. In view of the fact that shareholders have not
historically attended our annual meetings, and that a high percentage of
directors generally are present at the annual meeting, we have not adopted a
policy regarding the attendance of directors at the annual meeting.
Audit Committee Matters
The following Report of the Audit Committee of the Board of Directors shall
not be deemed to be soliciting material or to be incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent First Midwest Financial, Inc. specifically incorporates
this Report therein, and shall not otherwise be deemed filed under such Acts.
Audit Committee Report. The Audit Committee has issued the following report
with respect to the audited financial statements of the Company for the fiscal
year ended September 30, 2004:
o The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2004 audited financial statements;
o The Audit Committee has discussed with the Company's independent
auditors (McGladrey & Pullen, LLP) the matters required to be
discussed by Statement on Auditing Standards No. 61 "Communication
with Audit Committees";
o The Audit Committee has received the written disclosures and letter
from the independent auditors required by Independence Standards Board
Standard No. 1 (which relates to the auditors' independence from the
Company and its related entities) and has discussed with the auditors
their independence from the Company; and
o Based on the review and discussions referred to in the three items
above, the Audit Committee recommended to the Board of Directors that
the fiscal 2004 audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2004.
Submitted by the Audit Committee of the Company's Board of Directors:
E. Wayne Cooley G. Mark Mickelson Jeanne Partlow
Audit Committee Member Independence and Audit Committee Charter. Each
member of the First Midwest Audit Committee is "independent" under the
definition of independence contained in the National Association of Securities
Dealers' listing standards for the Nasdaq Stock Market and applicable SEC rules.
The Company's Board of Directors has adopted a written audit committee charter.
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COMPENSATION OF DIRECTORS
During the fiscal year ended September 30, 2004, all directors of First
Midwest received an annual retainer of $5,000. For fiscal 2004, non-employee
directors of First Federal were paid an annual retainer of $6,000 and
non-employee directors of Security State were not paid an annual retainer.
Directors of First Midwest do not receive any additional fees for attending
board or committee meetings. Each of the directors of First Midwest also serves
as a director for each of the Banks. Board members who are employees of the
Banks do not receive a fee for their service on the Banks' Boards, or their
respective committees. Non-employee directors of First Federal receive $750 for
each meeting of the board attended and $200 for each board committee meeting
attended, except for the Board Loan Committee, whose members receive a retainer
of $2,000 per year for such services. Non-employee directors of Security State
receive $400 for each meeting of the board attended and $100 for each board
committee meeting attended.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth summary information concerning compensation
awarded to, earned by or paid to First Midwest's chief executive officer and its
other executive officers, whose total salary and bonus exceeded $100,000, for
services rendered in all capacities during the fiscal years ended September 30,
2004, 2003 and 2002. Each of these officers received perquisites and other
personal benefits in addition to salary and bonus during the periods stated. The
aggregate amount of these perquisites and other personal benefits, however, did
not exceed the lesser of $50,000 or 10% of the total of their annual salary and
bonus and, therefore, has been omitted as permitted by the rules of the SEC. We
will use the term "named executive officers" from time to time in this proxy
statement to refer to the officers listed in the table below.
Long Term
Compensation
Annual Compensation Awards
------------------- ------------
Salary Bonus Options/SARs All Other
Name and Principal Position Year ($) ($) (#) Compensation ($)
-------------------------------- ---- ----------- --------- ------------ ---------------
James S. Haahr 2004 $277,000(1) $ 106,000 8,100 $47,521(3)
Chairman of the Board and CEO
2003 257,000(1) 95,000 7,500 50,655
2002 239,000(1) 66,120 5,220 50,052
J. Tyler Haahr 2004 $270,000(2) $ 106,000 22,950 $45,009(3)
President and COO
2003 250,000(2) 91,000 7,350 47,812
2002 237,000(2) 66,120 5,220 47,675
--------------------
(1 Includes $2,000 of deferred compensation, pursuant to the deferred
compensation agreement entered into in 1980 between Mr. James S. Haahr and
First Federal, and $5,000 for service as a director of First Midwest.
(2) Includes $5,000 paid to Mr. J. Tyler Haahr for service as a director of
First Midwest.
(3) Represents the value as of September 30, 2004 of allocations under the
ESOP, contributions under the First Federal Profit Sharing Plan, payments
under the First Federal Benefit Equalization Plan and term life insurance
premiums paid to or on behalf of the named executive officers, as follows:
Mr. James S. Haahr - $9,409, $14,362, $21,641 and $2,109, respectively; and
Mr. J. Tyler Haahr - $9,409, $14,362, $20,832 and $406, respectively.
Option Grants in Last Fiscal Year
The following table sets forth information regarding grants of stock
options under our stock option and incentive plans made during the fiscal year
ended September 30, 2004 to the named executive officers. The amounts shown for
each named executive officer as potential realizable values are based on assumed
annualized rates of stock price appreciation of five percent and ten percent
over the full ten-year term of the options, which would result in stock prices
of approximately $36.13 and $57.53, respectively, for options with an exercise
price of $22.18. No gain to the optionees is possible without an increase in
stock price, which benefits all stockholders proportionately. Actual gains, if
any, on option exercise and common stock holdings depend upon the future
performance of First Midwest common stock and overall stock market conditions.
There can be no assurance that the potential realizable values shown in this
table will be achieved.
-11-
Potential Realizable
Value at Assumed
Annual Rates of Stock
Appreciation for
Individual Grants Option Terms
-------------------------------------------------------------------------------------- ------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Granted Employees in Price Expiration 5% 10%
Name (#) Fiscal Year ($/Sh) Date ($) ($)
------------------- ---------------- -------------- --------- ----------- -------- ---------
James S. Haahr 8,100 8.7% $22.18 9/30/14 $112,995 $286,335
J. Tyler Haahr 22,950 24.6 $22.18 9/30/14 $320,153 $811,283
The option exercise price of the options granted to the named executive
officers shown above was the fair market value of First Midwest's common stock
on the date of grant. These options vested as of the date of grant. The options
may not be transferred in any manner other than by will or the laws of descent
and distribution and may be exercised during the lifetime of the optionee only
by the optionee or his legal representative upon the optionee's death.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
The following table summarizes for each of the named executive officers
certain information relating to stock options exercised by them during the
fiscal year ended September 30, 2004. Value realized upon exercise is the
difference between the fair market value of the underlying stock on the exercise
date and the exercise or base price of the option. The value of an unexercised,
in-the-money option at fiscal year-end is the difference between its exercise or
base price and the fair market value of the underlying stock on September 30,
2004, which was $22.18 per share. These values, unlike the amounts set forth in
the column "Value Realized," have not been, and may never be, realized. These
options have not been, and may not ever be, exercised. Actual gains, if any, on
exercise will depend on the value of First Midwest common stock on the date of
exercise. There can be no assurance that these values will be realized.
Unexercisable options are those which have not yet vested.
Value of Unexercised
Number of Unexercised Options at In-the-Money Options
FY-End (#) at FY-End
-------------------------------- ----------------------------
Shares
Acquired
on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
------------------ -------- -------- ----------- ------------- ----------- -------------
James S. Haahr -- -- 65,632 -- $375,640 --
J. Tyler Haahr -- -- 94,064 -- $399,421 --
-12-
Equity Compensation Plans
The following table provides information as of September 30, 2004 related
to our equity compensation plans in effect at that time.
===============================================================================================================
Equity Compensation Plan Information
---------------------------------------------------------------------------------------------------------------
Number of
Securities to
be Issued
Upon
Exercise of Weighted-average
Outstanding Exercised Price of
Options, Outstanding Number of Securities
Warrants Options, Warrants Available for Future
Plan Category and Rights and Rights Issuance
---------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Approved by
Security Holders 307,358 $17.96 113,462
---------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not
Approved by Security Holders -- -- --
---------------------------------------------------------------------------------------------------------------
Total 307,358 $17.96 113,462
===============================================================================================================
Employment Agreements
First Federal has an employment agreement with each of the named executive
officers. The employment agreements are designed to assist First Midwest and the
Banks in maintaining a stable and competent management team. The continued
success of First Midwest and the Banks depends, to a significant degree, on the
skills and competence of their officers. Each employment agreement provides for
annual base salary in an amount not less than the employee's current salary and
a term of three years. Each agreement provides for extensions of one year, in
addition to the then-remaining term under the agreement, on each anniversary of
the effective date of the agreement, subject to a formal performance evaluation
performed by disinterested members of the Board of Directors of First Federal.
The agreements terminate upon such named executive officer's death, for cause,
in certain events specified by Office of Thrift Supervision regulations, or by
such named executive officer upon 90 days notice to First Federal. For the year
ended September 30, 2004, the disinterested members of First Federal's Board of
Directors authorized one year extensions of the named executive officers'
employment agreements.
Each employment agreement provides for payment to the named executive
officer of the greater of his salary for the remainder of the term of the
agreement, or 299% of his base compensation, in the event there is a "change in
control" of First Midwest or First Federal where employment terminates
involuntarily in connection with such change in control or within 12 months
thereafter. This termination payment is subject to reduction by the amount of
all other compensation to the named executive officer deemed for purposes of the
Internal Revenue Code of 1986, as amended, to be contingent on a "change in
control", and may not exceed three times the named executive officer's average
annual compensation over the most recent five year period or be non-deductible
by First Federal for federal income tax purposes. For the purposes of the
employment agreements, a change in control is defined as any event which would
require the filing of an application for acquisition of control or notice of
change in control pursuant to 12 C.F.R. ss. 574.3 or ss. 574.4, respectively.
These events are generally triggered prior to the acquisition or control of 10%
of First Midwest's common stock. Each agreement also guarantees participation in
an equitable manner in employee benefits applicable to executive personnel.
-13-
Based on their current salaries, if employment of Messrs. James S.
Haahr and J. Tyler Haahr had been terminated as of September 30, 2004, under
circumstances entitling them to termination payments as described above, they
would have been entitled to receive lump sum cash payments of approximately
$1,082,000 and $1,127,000, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Compensation of the executive officers of First Midwest and the Banks is
currently determined by the Compensation Committee of First Federal and the
Stock Option Committee of First Midwest. Directors Cooley, Gaskill, Muilenburg
and Partlow, each of whom are non-employee directors, are the current members of
the Compensation Committee. Directors Gaskill and Muilenburg, both of whom are
non-employee directors, are the current members of the Stock Option Committee.
All decisions by the First Federal Compensation Committee relating to the cash
compensation of executive officers are reviewed by the full Board of First
Federal, except that Board members who are also executive officers do not
participate in deliberations regarding their own compensation. See "Compensation
Committee Report" below.
COMPENSATION COMMITTEE REPORT
First Midwest has not paid any cash compensation to its executive officers
since its formation. All executive officers of First Midwest also currently hold
positions with First Federal and receive cash compensation from First Federal.
The function of administering the executive compensation policies of First
Federal is currently performed by the Compensation Committee of the Board of
Directors of First Federal, consisting of Directors Cooley, Gaskill, Muilenburg
and Partlow. All decisions by the First Federal Compensation Committee relating
to the cash compensation of First Federal's executive officers are reviewed by
the full Board of First Federal, except that Board members who are also
executive officers do not participate in deliberations regarding their
respective compensation.
Stock option awards granted under First Midwest's stock option and
incentive plans are made solely by the First Midwest Stock Option Committee.
Overview and Philosophy
The First Federal Compensation Committee has developed and implemented an
executive compensation program that is based on guiding principles designed to
align executive compensation with the values and objectives, business strategy,
management initiatives, and the business and financial performance of First
Midwest and the Banks. In applying these principals, the First Federal
Compensation Committee has established a program to:
o Support a performance-oriented environment that rewards performance
not only with respect to our goals, but also our performance as
compared to that of industry performance levels;
o Attract and retain key executives critical to our long-term success;
o Integrate compensation programs with both First Midwest's and the
Banks' annual and long-term strategic planning and measuring
processes; and
o Reward executives for long-term strategic management and the
enhancement of shareholder value.
-14-
Furthermore, in making compensation decisions, the First Federal
Compensation Committee focuses on the individual contributions of our executive
officers. The First Federal Compensation Committee uses its discretion to set
executive compensation where, in its judgment, external, internal or an
individual's circumstances warrant it. The First Federal Compensation Committee
also periodically reviews, both internally and through independent consultants,
the compensation policies of other similarly situated companies, as set forth in
various industry publications, to determine whether our compensation decisions
are competitive within our industry.
Executive Officer Compensation Program
The executive officer compensation program is comprised of base salary,
annual incentive bonuses, long-term incentive compensation in the form of stock
options and restricted stock awards, and various benefits, including medical and
retirement plans generally available to employees of the Banks.
Base Salary. Base salary levels for executive officers are competitively
set relative to other publicly traded banking and thrift companies. In
determining base salaries, the First Federal Compensation Committee also takes
into account individual experience and performance and specific issues
particular to First Midwest and the Banks.
Annual Incentive Bonuses. A program of annual incentive bonuses has been
established for executive officers of First Midwest and the Banks to reward
those officers who provide a level of performance warranting recognition in the
form of compensation above base salary. Incentive bonuses are awarded based on
achievement of individual performance goals and overall performance goals of
First Midwest and the Banks, which are established at the beginning of each
fiscal year. Awards are determined as a percentage of each executive officer's
base salary.
Stock Benefit Plans. The stock option and incentive plans are our long-term
incentive plans for directors, officers and employees. The objective of the
program is to align executive and shareholder long-term interests by creating a
strong and direct link between executive pay and First Midwest's performance,
and to enable executives to develop and maintain a significant, long-term stock
ownership position in First Midwest common stock. Awards are made at a level
calculated to be competitive with other publicly traded banking and thrift
companies.
Chief Executive Officer Compensation
Mr. James S. Haahr was appointed to the position of President and Chief
Executive Officer of First Federal in 1974 and Chairman in 1990, and has also
served in such capacities with First Midwest since its incorporation in 1993.
Since October 2003, Mr. Haahr has continued as Chairman and Chief Executive
Officer of both First Midwest and First Federal, with Mr. J. Tyler Haahr serving
as President and Chief Operating Officer. Mr. Haahr's fiscal 2004 base salary
was $270,000 per year, subject to such adjustments in future years as shall be
determined by the First Federal Compensation Committee. Mr. Haahr's base salary
for the fiscal year ended September 30, 2003 was $250,000. In reviewing Mr.
Haahr's fiscal 2004 base salary, the First Federal Compensation Committee noted
the median base salary paid to executive officers in comparable positions was
higher than that paid to Mr. Haahr. As such, the First Federal Compensation
Committee determined it appropriate to increase Mr. Haahr's base salary for
fiscal 2004.
In reviewing the award of incentive-based compensation to Mr. Haahr for
fiscal 2004, the Committee noted increases in net income, earnings per share,
return on assets, and return on equity compared to the previous year. Deposit
balances grew to an all-time high as a result of internal growth
-15-
from existing and newly opened offices. Lower costing transaction accounts
increased significantly during the year. Loan balances also rose to an all-time
high, while the ratio of non-performing loans to total loans at fiscal year end
continues to be below state and national averages. As such, the First Federal
Compensation Committee and the First Midwest Stock Option Committee determined
First Midwest's overall performance warranted the payment of a cash bonus and an
award of stock options to Mr. Haahr for fiscal 2004.
The effect of Section 162(m) of the Internal Revenue Code is to eliminate
the deductibility of compensation over one million dollars, with certain
exclusions, paid to each of certain highly compensated executive officers of
publicly held corporations. Section 162(m) applies to all remuneration, both
cash and non-cash, that would otherwise be deductible for tax years beginning on
or after January 1, 1994, unless expressly excluded. Because the current
compensation of each of our named executive officers is below the $1 million
threshold, we have not yet considered our policy regarding this provision.
The foregoing report is furnished by the members of the Compensation
Committee of First Federal and Stock Option Committee of the Board of Directors
of First Midwest.
E. Wayne Cooley E. Thurman Gaskill Rodney G. Muilenburg Jeanne Partlow
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The rules and regulations of the SEC require the presentation of a line
graph comparing, over a period of five years, the cumulative total shareholder
return to a performance indicator of a broad equity market index and either a
nationally recognized industry index or a peer group index constructed by us.
The following graph compares the performance of First Midwest's common stock
with the Media General Savings and Loan Index and the Nasdaq Stock Market Index.
The comparison assumes $100 was invested on September 30, 1998 in our common
stock and in each of the foregoing indices and assumes the reinvestment of all
dividends. Historical stock price performance is not necessarily indicative of
future stock price performance.
[Performance Graph Appears Here]
Comparison of Five-year Cumulative Total Return
(First Midwest, Media General Savings and Loan Index
and the Nasdaq Stock Market Index)
------- ------- ------- ------- ------- -------
9/30/99 9/29/00 9/28/01 9/30/02 9/30/03 9/30/04
------- ------- ------- ------- ------- -------
First Midwest.......................... $100.00 $78.32 $116.33 $127.46 $203.07 $209.62
MG Savings and Loan Index.............. 100.00 122.18 162.98 171.02 228.47 266.78
Nasdaq Market Index.................... 100.00 136.79 56.05 45.09 69.11 73.27
CERTAIN TRANSACTIONS
The Banks have followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. As of September 30, 2004,
all loans or extensions of credit to executive officers and directors were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with the general public
and do not involve more than the normal risk of repayment or present other
unfavorable features.
-16-
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires First
Midwest's directors and executive officers, and persons who own more than 10% of
a registered class of First Midwest's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of First
Midwest common stock and other equity securities of First Midwest generally by
the second business day following a transaction. Officers, directors and greater
than 10% shareholders are required by SEC regulations to furnish First Midwest
with copies of all Section 16(a) forms they file.
To First Midwest's knowledge, based solely on a review of the copies of
such reports furnished to First Midwest and written representations that no
other reports were required during the fiscal year ended September 30, 2004, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10 percent beneficial owners were complied with, except that during
the fiscal year ended September 30, 2004, Mr. Gaskill and Mr. Thune each
inadvertently failed to timely report one transaction. Each late transaction
report was subsequently filed.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants are McGladrey & Pullen, LLP,
independent certified public accountants. Representatives of McGladrey & Pullen,
LLP are expected to be present at the Annual Meeting to respond to appropriate
questions and to make a statement if they desire.
Audit Fees. The following table presents fees for professional audit
services rendered by McGladrey & Pullen, LLP for the audit of the Company's
annual financial statements for the years ended September 30, 2004 and 2003, and
fees billed for other services rendered by McGladrey & Pullen, LLP and RSM
McGladrey, Inc. (an affiliate of McGladrey & Pullen, LLP) during 2004 and 2003.
Fiscal Audit Audit-Related Tax All Other
Year Fees Fees Fees Fees
---- ---- ---- ---- ----
2004 $83,000 $7,000 $13,000 --
2003 $80,000 $7,000 $12,000 --
Audit fees consist of fees for audit of the Company's annual financial
statements, review of financial statements included in the Company's quarterly
reports on Form 10-Q and services normally provided by the independent auditor
in connection with statutory and regulatory filings or engagements.
Audit related fees consist of fees for audits of financial statements of
the employee benefit plan maintained by the Company.
Tax fees consist of fees for tax consultation and tax compliance services
for the Company and the employee benefit plan maintained by the Company.
-17-
The Company's Audit Committee has considered and concluded that the
provision of all non-auditing services (and the aggregate fees billed for such
services) in the fiscal year ended September 30, 2004 by McGladrey & Pullen,
LLP, the principal independent public accountants, is compatible with
maintaining the principal auditors' independence.
Pre-Approval Policy. The Audit Committee pre-approves all audit and
permissible non-audit services provided by the independent auditors. The
non-audit services include audit-related services and tax services. The Audit
Committee's policy is to pre-approve all services and fees for up to one year,
which approval includes the appropriate detail with regard to each particular
service and its related fees. In addition, the Audit Committee can be convened
on a case-by-case basis to approve any services not anticipated or services
whose costs exceed the pre-approved amounts.
During the fiscal year ended September 30, 2004, 100% of all audit and
permissible non-audit services were pre-approved by the Audit Committee.
SHAREHOLDER PROPOSALS FOR THE YEAR 2006 ANNUAL MEETING
Shareholder proposals to be presented at First Midwest's 2006 Annual
Meeting of Shareholders must be received by our Secretary no later than August
17, 2005 to be eligible for inclusion in the First Midwest's proxy statement and
form of proxy related to the 2006 Annual Meeting. Any such proposal will be
subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended, and as with any shareholder proposal
(regardless of whether such proposal is included in First Midwest's proxy
materials), First Midwest's Certificate of Incorporation, By-Laws and Delaware
law.
To be considered for presentation at the next Annual Meeting, but not for
inclusion in the Company's proxy statement and form of proxy for that meeting,
proposals must be received by the Company by the Deadline. The "Deadline" means
the date that is 30 days prior to the date of the next Annual Meeting; however,
in the event that less than 40 days' notice of the date of such meeting is given
to stockholders, the "Deadline" means the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed or
public disclosure thereof was made. If a stockholder proposal that is received
by the Company after the Deadline is raised at the next Annual Meeting, the
holders of the proxies for that meeting will have the discretion to vote on the
proposal in accordance with their best judgment and discretion, without any
discussion of the proposal in the Company's proxy statement for the next Annual
Meeting.
-18-
ANNUAL REPORTS
A copy of the Form 10-K for the Company's fiscal year ended September 30,
2004, as filed with the SEC, will be furnished without charge to stockholders as
of the Record Date upon written request to Investor Relations, First Midwest
Financial, Inc., Fifth at Erie, Storm Lake, Iowa 50588.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this proxy statement.
However, if any other matter should properly come before the Annual Meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.
-19-
Appendix A
First Midwest Financial, Inc.
Nominating Committee Charter
Purpose
The purpose of the committee shall be to assist the board in identifying
qualified individuals to become board members and to recommend to the board the
director nominees for the next meeting of shareholders.
Membership
The nominating committee of the board of directors of First Midwest Financial,
Inc. shall consist of a minimum of three directors. Members of the committee
shall be appointed and may be removed by the board of directors. All members of
the committee shall be independent directors, and shall satisfy the NASDAQ
standard for independence.
Key Responsibilities
In furtherance of this purpose, the committee shall have the following authority
and responsibilities:
1. To lead the search for individuals qualified to become members of the
board of directors and to recommend to the board, on an annual basis,
director nominees for shareholder approval at the next annual meeting.
The committee shall select individuals as director nominees based on
the individual's business and professional accomplishment, integrity,
demonstrated ability to make independent analytical enquiries, ability
to understand the company's business and willingness to devote the
necessary time to board duties.
2. To perform such other functions as assigned by law, the Company's
Certificate of Incorporation or By-laws, or the board.
The Committee Shall Have The Authority:
o To delegate any of its responsibilities to subcommittees as the
committee may deem appropriate in its sole discretion.
o To retain any search firm engaged to assist in identifying director
candidates, and to retain outside council and any other advisors as
the committee may deem appropriate in its sole discretion. The
committee shall have sole authority to approve related fees and
retention terms.
The committee shall report its actions and recommendations to the board after
each committee meeting. The committee shall review at least annually the
adequacy of this charter and recommend any proposed changes to the board for
approval.
-20-
REVOCABLE PROXY
FIRST MIDWEST FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS o JANUARY 24, 2005
This proxy is being solicited by the Board of Directors of First Midwest
Financial, Inc.
The undersigned hereby appoints the members of the Board of Directors of First
Midwest Financial, Inc. ("First Midwest"), and its survivors, with full power of
substitution, and authorizes them to represent and vote, as designated below and
in accordance with their judgment upon any other matters properly presented at
the annual meeting, all the shares of First Midwest common stock held of record
by the undersigned at the close of business on November 29, 2004, at the annual
meeting of shareholders, and at any and all adjournments or postponements
thereof.
WITH- FOR ALL
FOR HOLD EXCEPT
------------------------------
I. The election of E. THURMAN GASKILL [_] [_] [_]
and RODNEY G. MUILENBURG as directors
for terms of three years.
Instructions: To vote for all nominees mark the box "FOR" with an "X". To
withhold your vote for all nominees mark the box "WITHHOLD" with an "X". To
withhold your vote for an individual nominee mark the box "FOR ALL EXCEPT" with
an "X" and write the name of the nominee(s) on the line provided below for whom
you wish to withhold your vote.
FOR AGAINST ABSTAIN
------------------------------
II. Proposal to approve an amendment to [_] [_] [_]
our Certificate of Incorporation to
change our name to Meta Financial Group,
Inc.
--------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the election of the above-named
directors and "FOR" the proposal to amend our Certificate of Incorporation to
change our name to Meta Financial Group, Inc.
The undersigned acknowledges receipt from First Midwest, prior to the execution
of this proxy, of the Notice of Annual Meeting scheduled to be held on January
24, 2005, an Annual Report to Shareholders for the year ended September 30,
2004, and a proxy statement relating to the business to be addressed at the
meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is made, this proxy will be
voted FOR the election of each of the directors set forth herein and FOR the
proposal to amend our Certificate of Incorporation to change our name to Meta
Financial Group, Inc. Should a director nominee be unable to serve as a
director, an event that First Midwest does not currently anticipate, the persons
named in this proxy reserve the right, in their discretion, to vote for a
substitute nominee designated by the Board of Directors.
Dated:
----------------------------------
PRINTED NAME OF SHAREHOLDER
APPEARS HERE
----------------------------------------
SIGNATURE OF SHAREHOLDER
----------------------------------------
SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
fold and detach here
--------------------------------------------------------------------------------
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THE ATTACHED PROXY IN
THE ENCLOSED. PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
This proxy may be revoked at any time before it is voted by delivering to the
Secretary of First Midwest, on or before the taking of the vote at the annual
meeting, a written notice of revocation bearing a later date than this proxy or
a later dated proxy relating to the same shares of First Midwest common stock,
or by attending the annual meeting and voting in person. Attendance at the
annual meeting will not in itself constitute the revocation of a proxy. If this
proxy is properly revoked as described above, then the power of such attorneys
and proxies shall be deemed terminated and of no further force and effect.