<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for Use of the Commission only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Pulaski Financial Corp.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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<PAGE>
January 18, 2001
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Pulaski Financial Corp. The meeting will be held at the St. Louis Art Museum, 1
Fine Arts Drive, Forest Park, Missouri (rear entrance) on Thursday, February 15,
2001 at 2:00 p.m., local time.
The notice of annual meeting and proxy statement appearing on the following
pages describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company. Directors and
officers of the Company, as well as a representative of Ernst & Young LLP, the
Company's independent auditors, will be present to respond to appropriate
questions of stockholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ William A. Donius
William A. Donius
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
Pulaski Financial Corp.
12300 Olive Boulevard
St. Louis, Missouri 63141
(314) 878-2210
--------------------------------------------------------------------------------
Notice of Annual Meeting of Stockholders
--------------------------------------------------------------------------------
On Thursday, February 15, 2001, Pulaski Financial Corp. (the "Company")
will hold its annual meeting of stockholders at the St. Louis Art Museum, 1 Fine
Arts Drive, Forest Park, Missouri (rear entrance). The meeting will begin at
2:00 p.m., local time. At the meeting, stockholders will consider and act on the
following:
1. The election of two directors to serve for a term of three years;
2. The ratification of the appointment of Ernst & Young LLP as
independent auditors for the Company for the fiscal year ending
September 30, 2001; and
3. Such other business that may properly come before the meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Stockholders of record at the close of business on December 22, 2000 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christine A. Munro
----------------------------
Christine A. Munro
Corporate Secretary
St. Louis, Missouri
January 18, 2001
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed in
the United States.
<PAGE>
PULASKI FINANCIAL CORP.
----------------------------
PROXY STATEMENT
----------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Pulaski Financial Corp. ("Pulaski
Financial" or the "Company") to be used at the annual meeting of stockholders of
the Company. The Company is the holding company for Pulaski Bank. The annual
meeting will be held at the St. Louis Art Museum, 1 Fine Arts Drive, Forest
Park, Missouri (rear entrance), on Thursday, February 15, 2001, at 2:00 p.m.,
local time. This proxy statement and the enclosed proxy card are being first
mailed to stockholders on or about January 18, 2001.
Voting And Proxy Procedure
Who Can Vote at the Meeting
You are entitled to vote your Pulaski Financial common stock if the records
of the Company show that you held your shares as of the close of business on
December 22, 2000. As of the close of business on that date, a total of
3,025,337 shares of Pulaski Financial common stock were outstanding. Each share
of common stock has one vote. As provided in the Company's Certificate of
Incorporation, record holders of the Company's common stock who beneficially
own, either directly or indirectly, in excess of 10% of the Company's
outstanding shares are not entitled to any vote in respect of the shares held in
excess of the 10% limit.
Attending the Meeting
If you are a beneficial owner of Pulaski Financial common stock held by a
broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of Pulaski Financial common stock held in street name in person at
the meeting, you will have to get a written proxy in your name from the broker,
bank or other nominee who holds your shares.
Vote Required
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting, constituting a
quorum. If you return valid proxy instructions or attend the meeting in person,
your shares will be counted for purposes of determining whether there is a
quorum, even if you abstain from voting. Broker non-votes also will be counted
for purposes for determining the existence of a quorum. A broker non-vote occurs
when a broker, bank or other nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received voting
instructions from the beneficial owner.
In voting on the election of directors, you may vote in favor of both
nominees, withhold votes as to both nominees, or withhold votes as to any
nominee. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of
<PAGE>
Ernst & Young LLP as independent auditors, you may vote in favor of the
proposal, against the proposal or abstain from voting. This matter will be
decided by the affirmative vote of a majority of the votes present in person or
represented by proxy at the annual meeting. Abstentions will have the same
effect as a negative vote, while broker non-votes will have no effect on the
voting.
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of
Pulaski Financial for the purpose of requesting that you allow your shares of
Pulaski Financial common stock to be represented at the annual meeting by the
persons named in the enclosed proxy card. All shares of Pulaski Financial common
stock represented at the meeting by properly executed, dated proxies will be
voted according to the instructions indicated on the proxy card. If you sign,
date and return a proxy card without giving voting instructions, your shares
will be voted as recommended by the Company's Board of Directors. The Board of
Directors recommends a vote "FOR" each of the nominees for director and "FOR"
ratification of the appointment of Ernst & Young LLP as independent auditors.
If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
judgment to determine how to vote your shares. This includes a motion to adjourn
or postpone the meeting in order to solicit additional proxies. If the annual
meeting is postponed or adjourned, your Pulaski Financial common stock may also
be voted by the persons named in the proxy card on the new meeting date, unless
you have revoked your proxy. The Company does not know of any other matters to
be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your Pulaski Financial common stock has been voted at
the annual meeting, deliver a later dated proxy, or attend the meeting and vote
your shares in person. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.
If your Pulaski Financial common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form provided by your broker or bank that accompanies this proxy
statement. If you wish to change your voting instructions after you have
returned your voting instruction form to your broker or bank, you must contact
your broker or bank.
Participants in Pulaski Bank's ESOP or 401(k) Plan
If you participate in the Pulaski Bank Employee Stock Ownership Plan or if
you hold shares through Pulaski Bank's 401(k) Plan, you will have received with
this proxy statement a voting instruction form for each plan that reflects all
shares you may vote under the plans. Under the terms of the ESOP, all shares
held by the ESOP are voted by the ESOP trustee, but each participant in the ESOP
may direct the trustee how to vote the shares of Company common stock allocated
to his or her account. Unallocated shares of common stock held by the ESOP and
allocated shares for which no timely voting instructions are received will be
voted by the ESOP trustee in the same proportion as shares for which the
trustees have received voting instructions, subject to the exercise of their
fiduciary duties. Under the terms of the 401(k) Plan, a participant is entitled
to direct the trustee as to the shares in the Pulaski Financial Corp. Stock Fund
credited to his or her account. The trustee will vote all shares for which no
directions are given or for which timely instructions were not received in the
same proportion as shares for which the trustee received voting instructions.
The deadline for returning your voting instructions to each plan's trustee is
February 5, 2001.
2
<PAGE>
Stock Ownership
The following table provides information as of December 1, 2000 with
respect to persons known to the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
Number of Percent of Common
Name and Address Shares Owned Stock Outstanding
---------------- ------------ -----------------
Pulaski Bank 232,760/(1)/ 7.7%
Employee Stock Ownership Plan
12300 Olive Boulevard
St. Louis, Missouri 63141
______________________
(1) Includes 213,363 shares that have not been allocated to participants'
accounts and 19,397 shares that have been allocated to participants'
accounts. Under the terms of the ESOP, the ESOP Trustee will vote
unallocated shares and allocated shares for which no voting instructions
are received in the same proportion as shares for which the ESOP Trustee
has received voting instructions from participants. The ESOP Trustee is
First Bankers Trust Company, N.A.
3
<PAGE>
The following table provides information about the shares of Pulaski
Financial common stock that may be considered to be owned by each director or
nominee for director of the Company, by those officers of the Company named in
the Summary Compensation table on page 7, and by all directors and executive
officers of the Company as a group as of December 1, 2000. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Number of Shares
That May be
Number of Acquired Within 60 Percent of
Shares Owned Days by Exercising Common Stock
Name (excluding options) Options Outstanding
----------------------------------- -------------------------- --------------------- --------------------
<S> <C> <C> <C>
E. Douglas Britt 34,035/(1)/ 3,880 1.2%
Michael J. Donius 47,381/(2)/ 15,660 2.1
William A. Donius 68,248/(3)/ 30,505 3.2
Garland A. Dorn 16,188/(4)/ 5,540 *
Robert A. Ebel 64,845/(5)/ 3,880 2.3
Thomas F. Hack 37,972/(6)/ 15,345 1.8
Dr. Edward J. Howenstein 55,984/(7)/ 3,880 2.0
All Directors and Executive 324,653 78,690 13.0%
Officers as a group (7 persons)
</TABLE>
______________________
*Less than 1% of the shares outstanding
(1) Includes 4,954 shares of unvested restricted stock as to which Mr. Britt
has voting but not investment power.
(2) Includes 17,379 shares of unvested restricted stock and 1,067 shares held
under the ESOP as to which Mr. M. Donius has voting but not investment
power and 7,050 shares held jointly with Mr. Wm. Donius.
(3) Includes 27,414 shares of unvested restricted stock and 1,167 shares held
under the ESOP as to which Mr. Wm. Donius has voting but not investment
power and 6,021 shares held jointly with Mr. M. Donius.
(4) Includes 4,655 shares of unvested restricted stock as to which Mr. Dorn has
voting but not investment power and 312 shares owned by Mr. Dorn's spouse.
(5) Includes 5,054 shares of unvested restricted stock as to which Mr. Ebel has
voting but not investment power.
(6) Includes 20,027 shares of unvested restricted stock and 1,115 shares held
under the ESOP as to which Mr. Hack has voting but not investment power.
(7) Includes 5,054 shares of unvested restricted stock as to which Dr.
Howenstein has voting but not investment power, 36,171 shares owned by Dr.
Howenstein's spouse and 4,034 shares held in a trust under which Dr.
Howenstein's spouse has voting and investment power.
Proposal 1 -- Election of Directors
The Company's Board of Directors consists of six members. Four of them are
independent directors and two are members of management. The Board is divided
into three classes with three-year staggered terms, with one-third of the
directors elected each year. Two directors will be elected at the annual meeting
to serve for a three-year term, or until their respective successors have been
elected and qualified. The nominees for election this year are Thomas F. Hack
and Dr. Edward J. Howenstein, each of whom is currently a member of the Board of
Directors of the Company and Pulaski Bank.
It is intended that the proxies solicited by the Board of Directors will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the
4
<PAGE>
Board of Directors may adopt a resolution to reduce the size of the Board. At
this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.
The Board of Directors recommends a vote "FOR" the election of both of the
nominees.
Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation for the last five years. The age indicated in each nominee's
biography is as of September 30, 2000. There are no family relationships among
the directors or executive officers. The indicated period for service as a
director includes service as a director of Pulaski Bank.
Nominees for Election of Directors
The nominees standing for election are:
Thomas F. Hack joined Pulaski Bank in 1967 and has served as the Treasurer
since 1974 and as the Chief Financial Officer since 1993. Age 56. Director since
1985.
Dr. Edward J. Howenstein is a retired dentist. Age 74. Director since 1973.
Directors Continuing in Office
The following directors have terms ending in 2002:
William A. Donius has served as President and Chief Executive Officer of
Pulaski Bank since December 1, 1997. Mr. Donius is also Chairman of the Board of
Directors of the Company and Pulaski Bank. He previously served as Senior Vice
President from February 1997 to December 1997, as Vice President from April 1995
to February 1997, and as Director of Marketing from July 1992 to April 1995. Age
42. Director since 1997.
Robert A. Ebel has served as Chairman of the Board of Universal Printing
Co., a commercial printer in St. Louis, Missouri, since 1986. Mr. Ebel also was
Chief Executive Officer of Universal Printing Co. from 1986 to 1995. Age 70.
Director since 1979.
The following directors have terms ending in 2003:
E. Douglas Britt is a retired bank executive and a retired officer in the
U.S. Air Force. Age 74. Director since 1993.
Garland A. Dorn is President and Chief Executive Officer of Diagnostic
Rehabilitation Systems, Inc., St. Louis, Missouri, a medical equipment supplier.
Age 69. Director since 1995.
Meetings and Committees of the Board of Directors
The business of the Company and Pulaski Bank is conducted through meetings
and activities of their Boards of Directors and their committees. During the
fiscal year ended September 30, 2000, the Board of Directors of the Company held
13 meetings and the Board of Directors of Pulaski Bank held 13 meetings. No
director attended fewer than 75% of the total meetings of the Boards of
Directors and committees on which such director served.
5
<PAGE>
The Audit Committee, currently consisting of Directors Britt, Dorn and
Ebel, is responsible for developing and monitoring the Company's audit program.
The Committee selects the outside auditors and meets with them to discuss the
results of the annual audit and any related matters. The Committee also receives
and reviews the reports and findings and other information presented to them by
the Company's officers regarding financial reporting policies and practices. The
Audit Committee met three times during the fiscal year ended September 30, 2000.
The Compensation Committee, currently consisting of Directors Wm. Donius,
Ebel and Howenstein, recommends annual salary levels for senior officers and
compensation for members of the Board of Directors. The Compensation Committee
met five times during the fiscal year ended September 30, 2000.
The full Board of Directors acts as the Nominating Committee for the annual
selection of management's nominees for election as directors. The Company's
bylaws provide for stockholder nominations of directors. These provisions
require that nominations be made pursuant to timely written notice to the
secretary. The stockholder's notice must contain all information relating to the
nominee which is required to be disclosed by the Company's bylaws and the
Securities Exchange Act of 1934. See "Stockholder Proposals." The full Board of
Directors met once in its capacity as the Nominating Committee during the fiscal
year ended September 30, 2000.
Directors' Compensation
Non-employee directors of Pulaski Bank receive a fee of $950 per month,
$225 for each board meeting attended and $225 per committee meeting. No separate
fees are paid for service on the Company's Board of Directors.
During the year ended September 30, 2000, each non-employee director
received options to acquire 11,638 shares of Pulaski Financial common stock and
4,655 shares of restricted stock. The options vest in equal installments over
three years. The restricted stock vests in equal installments over five years.
6
<PAGE>
Executive Compensation
Summary Compensation Table
The following information is furnished for Messrs. Wm. Donius, Hack and M.
Donius. No other executive officer of Pulaski Bank received salary and bonus of
$100,000 or more during the year ended September 30, 2000.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
-----------------------------------------------------------------------
Other Securities
Annual Restricted Underlying
Fiscal Compensation Stock Awards Options/SARs All Other
Name and Position Year Salary Bonus (1) ($) (2) (#) Compensation
-------------------------- -------- ---------- ------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William A. Donius 2000 $163,600 $25,000 $ -- $291,091 64,009 $119,572(3)
Chief Executive Officer, 1999 157,000 12,100 -- -- -- 3,020
President and Chairman of 1998 135,000 12,000 -- -- -- 13,950
the Board
Thomas F. Hack 2000 $130,600 $ -- $ -- $202,514 29,095 $ 86,133(4)
Chief Financial Officer, 1999 125,000 9,400 -- -- -- 2,397
Treasurer and Director 1998 105,000 9,400 -- -- -- 18,600
Michael J. Donius(5) 2000 $130,100 $ -- $ -- $177,186 29,095 $ 75,834(6)
Executive Vice President, 1999 125,000 9,600 -- -- -- 1,821
Chief Operating Officer 1998 107,000 9,600 -- -- -- 18,600
and Director
</TABLE>
________________________
(1) Does not include certain additional benefits, the aggregate amounts of
which do not exceed the lesser of $50,000 or 10% of salary and bonus for
the named executive officers.
(2) Includes 26,767, 18,622 and 16,293 shares of restricted stock granted to
Messrs. Wm. Donius, Hack and M. Donius, respectively, under the Pulaski
Financial Corp. 2000 Stock-Based Incentive Plan. The dollar amounts set
forth in the table represent the market value of the shares on the date of
grant. The restricted stock awards vest in five equal annual installments
commencing on January 21, 2001, the first anniversary of the awards. When
shares become vested and are distributed from the trust in which they are
held, the recipients will also receive an amount equal to accumulated cash
and stock dividends (if any) paid with respect thereto, plus earnings
thereon. As of September 30, 2000, the market value of the unvested shares
of restricted stock held by Messrs. Wm. Donius, Hack and M. Donius was
$264,324, $183,892 and $160,893.
(3) Consists of employer contribution to Pulaski Bank's 401(k) plan of $3,162,
contribution to ESOP of $9,342 and the taxable payment of $4.00 per share
special cash distribution with respect to unvested shares of restricted
stock, which totaled $107,068.
(4) Consists of employer contribution to Pulaski Bank's 401(k) plan of $2,511,
contribution to ESOP of $9,134 and the taxable payment of $4.00 per share
special cash distribution with respect to unvested shares of restricted
stock, which totaled $74,488.
(5) Mr. M. Donius resigned from the Company effective December 31, 2000.
(6) Consists of employer contribution to Pulaski Bank's 401(k) plan of $1,907,
contribution to ESOP of $8,755 and the taxable payment of $4.00 per share
special cash distribution with respect to unvested shares of restricted
stock, which totaled $65,172.
7
<PAGE>
Employment Agreements
The Company and Pulaski Bank currently maintain three-year employment
agreements with Messrs. Wm. Donius and Hack. The term of the Company employment
agreements are extended on a daily basis unless written notice of non-renewal is
given by the Board of Directors and the term of the Pulaski Bank employment
agreements are renewable on an annual basis. The employment agreements provide
that the executive's base salary will be reviewed at least annually. The base
salaries which are currently effective for the employment agreements for Messrs.
Wm. Donius and Hack are $168,090, and $125,100, respectively. In addition to the
base salary, the employment agreements provide for, among other things,
participation in stock benefits plans and other fringe benefits applicable to
executive personnel.
The employment agreements provide for termination by the Company and
Pulaski Bank for cause, as defined in the employment agreements, at any time. If
the Company or Pulaski Bank chooses to terminate the executive's employment for
reasons other than for cause, or if the executive resigns from the Company or
Pulaski Bank after specified circumstances that would constitute constructive
termination, the executive or, if the executive dies, his beneficiary, would be
entitled to receive an amount equal to the remaining base salary payments due to
the executive for the remaining term of the employment agreement and the
contributions that would have been made on the executive's behalf to any
employee benefit plans of the Company and Pulaski Bank during the remaining term
of the employment agreement. The Company and Pulaski Bank would also continue
and/or pay for the executive's life, health, medical, dental and disability
coverage for the remaining term of the employment agreement. Upon termination of
the executive for reasons other than a change in control, the executive must
comply with a one year non-competition agreement.
Under the employment agreements, if voluntary or involuntary termination
follows a change in control of the Company or Pulaski Bank, the executive or, if
the executive dies, his beneficiary, would be entitled to a severance payment
equal of three times the average of the five preceding taxable years' annual
compensation. The Company and Pulaski Bank would also continue the executive's
life, health, and disability coverage for thirty-six months. The term "change in
control" is defined in the agreement as having occurred when, among other
things: (a) a person other than the Company purchases shares of the Company's
common stock in a tender or exchange offer for such shares; (b) any person (as
that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of the Company's then outstanding securities; (c) the membership of the Board of
Directors changes as the result of a contested election; or (d) stockholders of
the Company approve a merger, consolidation, sale or disposition of all or
substantially all of the Company's assets, or a plan of partial or complete
liquidation. Even though both the Company and Pulaski Bank employment agreements
provide for a severance payment if a change in control occurs, the executive
would not receive duplicative payments or benefits under the agreements. The
executive would also be entitled to receive an additional tax indemnification
payment if payments under the employment agreements or otherwise triggered
liability under the Internal Revenue Code for the excise tax applicable to
"excess parachute payments." Under applicable law, the excise tax is triggered
by change in control-related payments that equal or exceed three times the
executive's average annual compensation over the five years preceding the change
in control. The excise tax equals 20% of the amount of the payment in excess of
one times the executive's average compensation over the preceding five-year
period.
Retirement Plan
8
<PAGE>
Pulaski Bank is a participant in the Financial Institutions Retirement
Fund, a multi-employer, non-contributory defined benefit retirement plan. The
following table indicates the annual retirement benefits that would be payable
upon retirement at age 65 to a participant electing to receive his retirement
benefit in the standard form of benefit, assuming various specified levels of
plan compensation and various specified years of credited service. Under the
Internal Revenue Code, maximum annual benefits under the plan are limited to
$135,000 per year for the 2000 calendar year.
<TABLE>
<CAPTION>
Highest Five Years of Service
Year Average -------------------------------------------------------------------------------
Compensation 15 20 25 30 35+
------------------- ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
$ 50,000 11,250 15,000 18,750 22,500 26,250
60,000 13,500 18,000 22,500 27,000 31,500
70,000 15,750 21,000 26,250 31,500 36,750
80,000 18,000 24,000 30,000 36,000 42,000
90,000 20,250 27,000 33,750 40,500 47,250
100,000 22,250 30,000 37,500 45,000 52,500
110,000 24,750 33,000 41,250 49,500 57,750
120,000 27,000 36,000 45,000 54,000 58,000
130,000 29,250 39,000 48,750 58,500 63,250
140,000 31,500 42,000 52,500 63,000 68,500
150,000 33,750 45,000 56,250 67,500 73,500
160,000 36,000 48,000 60,000 72,000 79,000
</TABLE>
The retirement plan provides for monthly payments to, or on behalf of, each
covered employee. All full-time employees are eligible to participate after
completion of one year of service to Pulaski Bank (at least 1,000 hours of
service in 12 consecutive months) and the attainment of age 21. Benefits are
based upon years of service and salary excluding bonuses, fees, commissions,
etc. Employees terminating employment before they are 100% vested will have
benefits reduced accordingly based on the percentage they are vested. As of
September 30, 2000, Messrs. Wm. Donius and Hack had 8 years and 32 years of
credited service, respectively, under the plan.
The normal retirement age is 65 and the early retirement age is before age
65, but after age 45. Normal retirement benefits are equal to the sum of: (1)
1.5% multiplied by the years of service to Pulaski Bank and by the employees's
average base salary for the five highest consecutive years preceding retirement
up to the covered compensation level; and (2) 2% multiplied by the years of
service to Pulaski Bank and by the employees's average base salary above the
covered compensation level for the five highest consecutive years preceding
retirement. If an employee elects early retirement, but defers the receipt of
benefits until age 65, the formula for computation of early retirement benefits
is the same as if the employee had retired at the normal retirement age.
However, if the employee elects early retirement, benefits payable are equal to
the benefits payable assuming retirement at age 65 reduced by applying an early
retirement factor based on age and vesting service when payments begin. Payment
may also be deferred to any time up to age 70, in which case the retirement
allowance payable at age 65 will be increased by 0.8% for each month of
deferment after age 65 (to a maximum increase of 48%). Pulaski Bank makes annual
contributions to fund the benefits computed on an actuarial basis.
9
<PAGE>
Upon retirement, the regular form of plan benefit is an annuity payable in
equal monthly installments for the life of the employee. Optional annuity
benefit forms may also be elected by the employee. Plan benefits are integrated
with social security benefits.
Option Grants in Last Fiscal Year
The following table lists all grants of options to the named executive
officers for fiscal year 2000 and contains certain information about potential
value of those options based upon certain assumptions as to the appreciation of
the Company's stock over the life of the option.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Number of % of Total Stock Price
Securities Options Exercise or Appreciation for
Underlying Granted to Base Price Options (3)
Options Granted Employees in Per Share Expiration ------------------------
Name (#)(1) Fiscal Year (2) Date 5% 10%
------------------------- ----------------- -------------- ------------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William A. Donius ........ 64,009 27.5% $8.10 January 21, 2010 $326,065 $826,356
Thomas F. Hack ........... 29,095 12.5 8.10 January 21, 2010 148,094 375,616
Michael J. Donius ........ 29,095 12.5 8.10 January 21, 2010 148,094 375,616
</TABLE>
_____________________
(1) Options become exercisable in three equal annual installments commencing on
January 21, 2001, the first anniversary of the date of grant; provided,
however, options will be immediately exercisable in the event the optionee
terminates employment following a change in control of the Company or
Pulaski Bank or due to death or disability.
(2) Reflects reduction in exercise price to reflect the $4.00 per share special
cash distribution paid by the Company on September 1, 2000, as authorized
under the anti-dilution provisions of the 2000 Stock-Based Incentive Plan.
(3) The dollar gains under these columns result from calculations required by
the Securities and Exchange Commission's rules and are not intended to
forecast future price appreciation of Pulaski Financial common stock. It is
important to note that options have value only if the stock price increases
above the exercise price shown in the table during the effective option
period. In order for the executive to realize the potential values set
forth in the 5% and 10% columns in the table, the price per share of the
Company's common stock would be approximately $13.19 and $21.01,
respectively, as of the expiration date of the options.
10
<PAGE>
Fiscal Year-End Option Values
No stock options were exercised by Messrs. Wm. Donius, Hack or M. Donius
during the fiscal year ended September 30, 2000. The following table provides
certain information with respect to the number of shares of Pulaski Financial
common stock represented by outstanding options held by those individuals as of
September 30, 2000. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end stock price.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End(#) (1) at Fiscal Year-End($)(2)
-------------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------------- ------------------- -------------- -----------------
<S> <C> <C> <C> <C>
William A. Donius ................... 9,168 70,120 $ -- $113,616
Thomas F. Hack ...................... 5,646 29,095 25,153 51,644
Michael J. Donius ................... 5,961 29,095 26,556 51,644
</TABLE>
__________________
(1) All of the options in this table reflect an adjustment made to their
exercise price to reflect the $4.00 special cash distribution paid by the
Company on September 1, 2000, as authorized under the anti-dilution
provisions of the 2000 Stock-Based Incentive Plan.
(2) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on September 30, 2000 less the
option exercise price. Options are in-the-money if the market value of
shares covered by the options is greater than the exercise price.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following Reports of the Compensation and Audit
Committees of the Company and Performance Graph shall not be incorporated by
reference into any such filings.
Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission, the Company is required
to provide certain data and information regarding the compensation and benefits
provided to the Chief Executive Officer and other executive officers of the
Company and Bank for the year ended September 30, 2000. Recommendations
regarding all components of compensation paid to executive officers of the
Company and the Bank are made by the Compensation Committee of the Company's
Board of Directors and are approved by the Company's Board of Directors.
Compensation Policies and Procedures. The Compensation Committee reviews
management's recommendations for compensation and benefits for officers and
employees, including officers and employees of the Bank. The Compensation
Committee recommends to the full Board of Directors the amount and composition
of executive compensation paid to the executive officers, including the
President and Chief Executive Officer. The Board of Directors reviews and
considers such compensation recommendations of the Compensation Committee.
Management is faced continually with competitive and economic challenges.
The Compensation Committee believes that, if the Company is to be successful,
its compensation programs must be structured to attract and retain the highest
quality employees available. The Company's executive compensation programs are
intended to provide incentives that will reward managers for achieving superior
levels of performance which strengthen the Company and enhance stockholder
value.
11
<PAGE>
The Compensation Committee annually reviews and evaluates base salary and
bonuses for all executive officers, and in conducting such reviews places
primary consideration upon the recommendations by the President and Chief
Executive Officer, along with the rationale for such recommendations, with the
exception of the compensation review of the President and Chief Executive
Officer. The President and Chief Executive Officer does not participate in the
Compensation Committee's decision as to his compensation package.
To achieve the compensation objectives established by the Compensation
Committee, the Company's executive compensation program consists of two main
elements, base salary and bonus. In addition, executive officers participate in
other benefit plans available to all employees, including the retirement plan,
the Pulaski Bank employee stock ownership plan, the Pulaski Financial Corp. 2000
Stock-Based Incentive Plan, the Pulaski Financial Corp. Annual Incentive Plan
and the Pulaski Bank 401(k) Plan, and may be selected to participate in
supplemental benefit plans.
In establishing individual compensation levels, the Compensation Committee
considers the Company's overall objectives and performance, peer group
comparisons and individual performance. Except with respect to the determination
of bonus payments, as described below, no formula is used to determine an
executive's salary. The Company's overall performance and the achievement of
financial and business objectives are considered. Increases in compensation are
recommended based on strong individual performance in relationship to Company
and individual goals.
Base Salaries. Salaries recommended by the Compensation Committee are
intended to be consistent and competitive with the practices of comparable
financial services institutions and each executive's level of responsibility.
The Compensation Committee generally utilizes internal and/or external surveys
of compensation paid to executive officers performing similar duties for
depository institutions and their holding companies with particular focus on the
level of compensation paid by comparable peer institutions. Adjustments also
reflect the performance of the executive and any increased responsibilities
assumed by the executive.
Bonus. Bonuses were paid on a subjective, discretionary basis at the end of
the fiscal year based on the Company's overall performance. All of the outside
directors participated in the discussion and decision as to the bonuses that
would be determined for all senior officers, including the Chief Executive
Officer. The outside directors took into account that base compensation and
board fees have been relatively unchanged over the past three calendar years for
senior management.
Chief Executive Officer Compensation. The compensation of the Chief
Executive Officer during 2000 consisted of the same elements as for other senior
executives, including salary and bonus. Mr. Donius' base salary remained
relatively unchanged over the past three calendar years. In reviewing base
salary, the Committee consulted surveys from the America's Community Bankers
Compensation Guide, the SNL Compensation Guide and updated a peer group study
performed for the Bank by an independent consultant. Particular focus was placed
on the level of compensation paid to chief executive officers of depository
institutions and their holding companies of comparable size and characteristics
primarily in the Midwest region of the United States. The Committee observed
that Mr. Donius' base compensation was commensurate with the survey information
used for comparative purposes.
Mr. Donius was paid a discretionary cash bonus of $25,000 for fiscal 2000.
All of the outside directors, in determining an appropriate 2000 bonus for Mr.
Donius considered his leadership of the Company and the continued success of the
Company as demonstrated by, among other things, continued earnings growth,
strong growth in retail banking fee income, strong mortgage revenue growth and
progress on the Company's three year strategic plan initiatives. In addition,
the outside directors reviewed the cash
12
<PAGE>
bonuses paid to chief executive officers of similar institutions. The outside
directors did not assign weights or rankings to any single performance factor
but instead made subjective determinations based on a consideration of all the
factors in the Company's business performance.
Compensation Committee of the Company consisting of:
William A. Donius, Chairman
Robert A. Ebel
Dr. Edward J. Howenstein
Compensation Committee Interlocks and Insider Participation
Mr. Wm. Donius served on the Compensation Committee during the 2000 fiscal
year. During that time, Mr. Wm. Donius served as President and Chief Executive
Officer of the Company and the Bank.
13
<PAGE>
Performance Graph
The following graph compares the cumulative total shareholder return on the
Company's common stock with the cumulative total return on the Nasdaq Index
(U.S. Companies) and with the SNL Midwest Thrift Index. Total return assumes the
reinvestment of all dividends. The graph presented represents Pulaski Bank's
common stock until December 3, 1998, the date upon which Pulaski Bank's former
mutual holding company was converted to stock form and the Company issued its
common stock. The graph assumes $100 was invested at the close of business on
September 30, 1995.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
---------------------------------------------------------
9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Pulaski Financial Corp....................... $100.00 120.15 252.47 214.96 186.55 243.08
The Nasdaq Index (U.S. Companies)............ 100.00 186.68 162.92 165.50 270.38 358.96
SNL Midwest Thrift Index..................... 100.00 117.92 186.01 185.31 181.00 197.68
</TABLE>
14
<PAGE>
Audit Committee Report
The Audit Committee of the Board of Directors is responsible for developing
and monitoring the Company's audit program. Additionally, the Committee selects
the auditors and reviews their independence and their annual audit. The Audit
Committee also receives and reviews the reports and findings and other
information presented to them by the Company's officers regarding financial
reporting and practices. The Audit Committee is comprised of three directors,
each of whom is independent under the National Association of Securities
Dealers' listing standards. The Audit Committee acts under a written charter
adopted by the Board of Directors, a copy of which is attached to this proxy
statement as Appendix A.
The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussions, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended September 30, 2000 for
filing with the Securities and Exchange Commission.
E. Douglas Britt
Garland A. Dorn
Robert A. Ebel
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that each of its executive officers and
directors has complied with applicable reporting requirements for transactions
in Pulaski Financial common stock during the fiscal year ended September 30,
2000, with the exception of one late report filed by Dr. Howenstein and Mr.
Ebel, each with regard to the exercise of stock options and one late report
filed by Mr. Dorn with respect to a purchase transaction.
Transactions with Management
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made under programs generally available to all employees, and
must not involve more than the normal risk of repayment or present other
unfavorable features. Pulaski Bank is therefore prohibited from making any new
loans or extensions of credit to executive officers and directors at different
rates or terms than those
15
<PAGE>
offered to the general public, except for loans made pursuant to programs
generally available to all employees, and has adopted a policy to this effect.
In addition, loans made to a director or executive officer in an amount that,
when aggregated with the amount of all other loans to such person and his or her
related interests, are in excess of the greater of $25,000 or 5% of the
institution's capital and surplus (up to a maximum of $500,000) must be approved
in advance by a majority of the disinterested members of the Board of Directors.
The aggregate amount of loans by Pulaski Bank to its executive officers and
directors and their associates was approximately $66,000 at September 30, 2000.
Proposal 2 -- Independent Auditors
The Board of Directors has appointed Ernst & Young LLP to be its
independent auditors for the 2001 fiscal year, subject to ratification by
stockholders. A representative of Ernst & Young LLP is expected to be present at
the annual meeting to respond to appropriate questions from stockholders and
will have the opportunity to make a statement should he or she desire to do so.
If the ratification of the appointment of the auditors is not accepted by a
majority of the votes present, in person or represented by proxy, at the annual
meeting, other independent accountants will be considered by the Board of
Directors. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of auditors.
Miscellaneous
The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Pulaski Financial common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone. None of these persons will receive
additional compensation for these activities.
The Company's Annual Report to Stockholders has been mailed to all persons
who were stockholders as of the close of business on December 22, 2000. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated in this proxy statement by reference.
A copy of the Company's Form 10-K for the fiscal year ended September 30,
2000, as filed with the Securities and Exchange Commission, will be furnished
without charge to all persons who were stockholders as of the close of business
on December 22, 2000 upon written request to Christine A. Munro, Corporate
Secretary, Pulaski Financial Corp., 12300 Olive Boulevard, St. Louis, Missouri
63141.
16
<PAGE>
Stockholder Proposals
Proposals that stockholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than September 20, 2001. If next year's annual meeting is held on a date more
than 30 calendar days from February 15, 2002, a stockholder proposal must be
received by a reasonable time before the proxy solicitation for such annual
meeting is made. Any stockholder proposals will be subject to the requirements
of the proxy rules adopted by the Securities and Exchange Commission.
The Company's Certificate of Incorporation provides that in order for a
stockholder to make nominations for the election of directors or proposals for
business to be brought before a meeting of stockholders, a stockholder must
deliver written notice of such nominations and/or proposals to the Secretary not
less than 30 nor more than 60 days before the date of the meeting; provided that
if less than 31 days' notice of the meeting is given to stockholders, such
notice must be delivered not later than the close of the tenth day following the
day on which notice of the meeting was mailed to stockholders. As specified in
the Certificate of Incorporation, the written notice with respect to nominations
for election of directors must set forth certain information regarding each
nominee for election as a director, including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director, if
elected, and certain information regarding the stockholder giving such notice.
The notice with respect to business proposals to be brought before the annual
meeting must state the stockholder's name, address and number of shares of
Common Stock held, and briefly discuss the business to be brought before the
annual meeting, the reasons for conducting such business at the annual meeting
and any material interest of the stockholder in the proposal. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement or the proxy relating to any annual meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christine A. Munro
Christine A. Munro
Corporate Secretary
St. Louis, Missouri
January 18, 2001
17
<PAGE>
APPENDIX A
PULASKI FINANCIAL CORP.
AUDIT COMMITTEE CHARTER
Mission Statement
The committee's role is to assist the board of directors in overseeing all
material aspects of Pulaski Financial Corp.'s (the "Company") financial
reporting, internal control, and audit functions, including a particular focus
on the qualitative aspects of financial reporting to stockholders, on compliance
with significant applicable legal, ethical, and regulatory requirements and to
ensure the objectivity of the financial statements. The role also includes
maintenance of strong, positive working relationships with management, external
and internal auditors, counsel, and other committee advisors.
Organization
Committee Composition. The committee shall consist of at least three board
members, all of whom shall be independent of management and the Company.
Committee members shall have: (1) knowledge of the primary industries in which
the Company operates; and (2) the ability to read and understand financial
statements, including the balance sheet, income statement, statement of cash
flows, and key performance indicators. At least one member of the committee,
preferably the chairperson, must have past employment experience in finance or
accounting, requisite professional certification in accounting or other
comparable experience or background that results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities. Committee appointments, including selection of the committee
chairperson, shall be approved annually by the full board.
Meetings. The committee shall meet at least quarterly. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. A
quorum of the committee shall be declared when a majority of the appointed
members of the committee are in attendance.
External Resources. The committee shall be authorized to access internal
and external resources, as the committee requires, to carry out its
responsibilities.
Roles and Responsibilities
Communication with the Board of Directors and Management
. The chairperson and others on the committee shall, to the extent
appropriate, have contact throughout the year with senior management,
the board of directors, external and internal auditors and legal
counsel, as applicable, to strengthen the committee's knowledge of
relevant current and prospective business issues, risks and exposures.
This will include requests by the committee that members of
management, counsel, the internal and external auditors, as
applicable, participate in committee meetings, as necessary, to carry
out the committee's responsibilities.
. The committee, with input from management and other key committee
advisors, shall develop an annual plan, which shall include an agenda
and procedures for the review of the
<PAGE>
Company's quarterly financial data, its year end audit, the procedures
and results of the internal audit and the review of the independence
of its accountants.
. The committee, through the committee chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the
full board.
. The committee shall make recommendations to the full board regarding
the compensation to be paid to the external auditors and its views
regarding the retention of the auditors for the upcoming fiscal year.
Review of the Internal Audit
. The internal audit function shall be responsible to the board of
directors through the committee.
. The committee shall review and assess the annual internal audit plan,
including the activities and organizational structure of the internal
audit function.
. The committee shall meet with the internal auditors, at least
annually, to review the status of the internal audit activities, any
significant findings and recommendations by the internal auditors and
management's response.
. If either the internal auditors identify significant issues relative
to the overall board responsibility that have been communicated to
management but, in their judgment, have not been adequately addressed,
they shall communicate these issues to the committee and the committee
shall inform the full board, if, after its consideration, the
committee concurs with the judgment of the internal auditors.
Review of the External Audit
. The committee shall meet with the external auditors, at least
annually, who shall report all relevant issues to the committee.
. The external auditors, in their capacity as independent public
accountants, shall be responsible to the board of directors and the
audit committee as representatives of the stockholders.
. The committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review shall
include a determination of whether the annual financial statements are
consistent with the information known to committee members. This
review shall also include a review of key financial statement issues
and risks, their impact or potential effect on reported financial
information, the processes used by management to address such matters,
related auditor views, and the basis for audit conclusions. Any
important conclusions concerning the year-end audit work shall be
discussed by the committee and reported to the full board well in
advance of the public release of the annual financial statements.
. The committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The committee
shall ensure receipt of a formal
A-2
<PAGE>
written statement from the external auditors consistent with standards
set by the Independence Standards Board. Additionally, the committee
shall discuss with the auditor any relationships or services that may
affect auditor objectivity or independence. If the committee is not
satisfied with the auditors' assurances of independence, it shall take
or recommend to the full board appropriate action to ensure the
independence of the external auditor.
. The committee shall review any important recommendations on financial
reporting, controls, other matters, and management's response.
. If the external auditors identify significant issues relative to the
overall board responsibility that have been communicated to management
but, in their judgment, have not been adequately addressed, they shall
communicate these issues to the committee, and the committee shall
inform the full board, if, after its consideration, the committee
concurs with the judgment of the external auditors.
Reporting to Stockholders
. The committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any
important issues on interim financial statements shall be discussed by
the committee well in advance of the public release of the interim
financial statements, and, if deemed appropriate in the discretion of
the committee, reported to the full board.
. The committee will ensure that management requires that the external
auditors review the financial information included in the Company's
interim financial statements before the Company files its quarterly
reports with the Securities and Exchange Commission.
. The committee shall review all major financial reports in advance of
filings or distribution, including the annual report.
. The committee shall annually provide a written report of its
activities and findings, a copy of which shall be included within the
proxy statement for the annual meeting. The report shall appear over
the names of the audit committee. Such report shall be furnished to
and approved by the full board of directors prior to its inclusion in
the proxy statement. The report will state whether the committee: (i)
has reviewed and discussed the audited financial statements with
management; (ii) has discussed with the independent auditors the
matters to be discussed by Statement of Auditing Standards No. 61;
(iii) has received the written disclosures and the letter from the
independent auditors regarding the independence required by
Independence Standards Board Standard No. 1; (iv) has discussed with
the auditors their independence; and (iv) based on the review and
discussion of the audited financial statements with management and the
independent auditors, has recommended to the board of directors that
the audited financial statements be included in the Company's annual
report on Form 10-K.
. The Company shall disclose that the committee is governed by a written
charter, a copy of which has been approved by the full board of
directors. The committee shall review the charter annually, assess its
adequacy and propose appropriate amendments to the full board
A-3
<PAGE>
of directors. A copy of the charter shall be filed as an appendix to
the proxy statement at least every three years.
. The Company shall also disclose in its proxy statement the
independence of the committee. To the extent that the board appoints a
non-independent director to the committee, the Company will disclose
the nature of the relationship of the non-independent director and the
reasons for appointing the non-independent director to the committee
in the next proxy statement.
Regulatory Examinations
. The committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.
Committee Self Assessment and Education
. The committee shall review, discuss, and assess its own performance as
well as the committee role and responsibilities, seeking input from
senior management, the full board, and others.
. The committee shall review significant accounting and reporting
issues, including recent professional and regulatory pronouncements
and understand their impact on the Company's business, results of
operation and financial statements.
While the committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
in accordance with generally accepted accounting principles. This is the
responsibility of management and the external auditor. Nor is it the duty of the
committee to conduct investigations, to resolve disagreements, if any, between
management and the independent auditor or to assure compliance with laws and
regulations.
A-4
<PAGE>
PULASKI FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 15, 2001
The undersigned hereby appoints the official Proxy Committee of the Board
of Directors of Pulaski Financial Corp. (the "Company"), consisting of Robert A.
Ebel and Garland A. Dorn, or either of them, with full powers of substitution in
each, to act as attorneys and proxies for the undersigned, to vote all shares of
common stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at the St. Louis Art Museum, 1 Fine
Arts Drive, Forest Park, Missouri (rear entrance), on Thursday, February 15,
2001, at 2:00 p.m., local time, and at any and all adjournments thereof, as
follows:
FOR ALL
FOR WITHHOLD EXCEPT
--- -------- ------
1. The election as director of the nominees
listed below (except as marked to the [_] [_] [_]
contrary below).
Thomas F. Hack
Dr. Edward J. Howenstein
INSTRUCTIONS: To withhold your vote
for any individual nominee, mark "For
All Expect" and write that nominee's
name in the space provided below.
_________________________________________
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Ernst & Young LLP
as independent auditors for the fiscal [_] [_] [_]
year ending September 30, 2001.
3. In their discretion, upon such other matters as may properly come before
the meeting.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. PRESENTLY, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT
TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE
OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote in person at the
Meeting or at any adjournment thereof and after notification to the Secretary of
the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of the Notice of Annual Meeting of Stockholders, a
Proxy Statement for the Annual Meeting of Stockholders, and the 2000 Annual
Report to Stockholders.
Dated: ______________, ______
__________________________ ______________________________
STOCKHOLDER SIGN ABOVE CO-HOLDER (IF ANY) SIGN ABOVE
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, indicate your full title. If
shares are held jointly, only one registered holder need sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
