UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. _____)
|
|
|
|
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
'
240.14a-12
|
|
|
|
|
GS
Financial Corp.
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
|
|
|
|
|
(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:
|
|
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
(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):
|
|
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
(5)
|
Total
fee paid:
|
|
|
|
[ ]
|
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:
|
|
|
|
|
(2)
|
Form,
schedule or registration statement no.:
|
|
|
|
|
(3)
|
Filing
party:
|
|
|
|
|
(4)
|
Date
filed:
|
|
|
March 26,
2008
Dear
Stockholder:
You are
cordially invited to attend the Annual Meeting of Stockholders of GS Financial
Corp. The meeting will be held at our headquarters, located at 3798
Veterans Memorial Boulevard, Metairie, Louisiana on Tuesday, April 22, 2008 at
10:00 a.m., Central time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying
materials.
It is
very important that your shares be voted at the Annual Meeting regardless of the
number you own or whether you are able to attend the meeting in
person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to
attend.
On behalf
of the Board of Directors and all of the employees of GS Financial Corp., I
thank you for your continued interest and support.
Sincerely,
Stephen E.
Wessel
President and Chief
Executive Officer
GS
FINANCIAL CORP.
3798
Veterans Memorial Boulevard
Metairie,
Louisiana 70002
(504)
457-6220
_______________
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on April 22, 2008
_______________
Our
Annual Meeting of Stockholders will be held at the headquarters of GS Financial
Corp. located at 3798 Veterans Memorial Boulevard, Metairie, Louisiana on
Tuesday, April 22, 2008 at 10:00 a.m., Central time, for the following purposes,
all of which are more completely set forth in the accompanying Proxy
Statement:
|
|
(1)
|
To
elect two directors for a three-year term expiring in 2011, and until
their successors are elected and
qualified;
|
|
|
(2)
|
To
ratify the appointment of LaPorte, Sehrt, Romig & Hand as our
independent registered public accounting firm for the fiscal year ending
December 31, 2008; and
|
|
|
(3)
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof. Management is not aware of any other
such business.
|
You are
entitled to notice of and to vote at the Annual Meeting and at any adjournment
thereof if you were a stockholder of record as of the close of business on March
7, 2008, the voting record date.
By
Order of the Board of Directors
Lettie
R. Moll
Vice
President and Secretary
Metairie,
Louisiana
March 26,
2008
|
You
are cordially invited to attend the Annual Meeting. It is
important that your shares be represented regardless of the number you
own. Even if you plan to be present you are urged to complete
sign date and return the enclosed proxy form promptly in the envelope
provided. If you attend the meeting you may vote either in
person or by proxy. Any proxy given may be revoked by you in
writing or in person at any time prior to the exercise
thereof.
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
Page
|
|
About
the Annual Meeting of
Stockholders
|
1
|
|
|
|
|
Information
with Respect to Nominees for Director, Continuing Directors
and
Executive
Officers
|
3
|
|
|
|
|
Election of Directors (Proposal
One)
|
3
|
|
|
|
|
Directors Whose Terms Are
Continuing
|
4
|
|
|
|
|
Executive Officers Who Are Not
Directors
|
5
|
|
|
|
|
Committees and Meetings of the
Board of
Directors
|
5
|
|
|
|
|
Director
Nominations
|
6
|
|
|
|
|
Director
Compensation
|
6
|
|
|
|
|
Directors' Attendance at Annual
Meetings
|
8
|
|
|
|
|
Transactions With Certain Related
Persons
|
8
|
|
|
|
|
Report
of the Audit
Committee
|
8
|
|
|
|
|
Executive
Compensation
|
9
|
|
|
|
|
Summary Compensation
Table
|
9
|
|
|
|
|
Outstanding Equity Awards at
Fiscal
Year-End
|
9
|
|
|
|
|
Employment
Agreement
|
10
|
|
|
|
|
Plans or Arrangements with
Payments Upon Termination of Employment or Change in
Control
|
10
|
|
|
|
|
Beneficial
Ownership of Common Stock by Certain Beneficial Owners and
Management
|
11
|
|
|
|
|
Section 16(a) Beneficial
Ownership Reporting
Compliance
|
12
|
|
|
|
|
Ratification
of Appointment of Independent Registered Public Accounting
Firm
(Proposal
Two)
|
12
|
|
|
|
|
Audit
Fees
|
13
|
|
|
|
|
Stockholder
Proposals, Nominations and Communications with the Board of
Directors
|
14
|
|
|
|
|
Annual
Reports
|
15
|
|
|
|
|
Other
Matters
|
15
|
PROXY
STATEMENT
OF
GS
FINANCIAL CORP.
|
ABOUT
THE ANNUAL MEETING OF STOCKHOLDERS
|
This
Proxy Statement is furnished to holders of common stock of GS Financial Corp.,
the parent holding company of Guaranty Savings Bank. Proxies are being solicited
on behalf of our Board of Directors for use at the Annual Meeting of
Stockholders to be held at our headquarters located at 3798 Veterans Memorial
Boulevard, Metairie, Louisiana on Tuesday, April 22, 2008 at 10:00 a.m., Central
time, and at any adjournment thereof for the purposes set forth in the attached
Notice of Annual Meeting of Stockholders. This Proxy Statement is
first being mailed to stockholders on or about March 26,
2008.
What
is the purpose of the Annual Meeting?
At our
Annual Meeting, stockholders will act upon the matters outlined in the Notice of
Annual Meeting on the cover page of this proxy statement, including the election
of directors and ratification of our independent registered public accounting
firm. In addition, management will report on the performance of GS
Financial and respond to questions from stockholders.
Who
is entitled to vote?
Only our
stockholders of record as of the close of business on the voting record date for
the meeting, March 7, 2008, are entitled to vote at the meeting. On the record
date, we had 1,285,800 shares of common stock issued and outstanding and no
other class of equity securities outstanding. For each issued and
outstanding share of common stock you own on the record date, you will be
entitled to one vote on each matter to be voted on at the meeting, in person or
by proxy.
How
do I submit my proxy?
After you
have carefully read this proxy statement, indicate on your proxy form how you
want your shares to be voted. Then sign, date and mail your proxy
form in the enclosed prepaid return envelope as soon as
possible. This will enable your shares to be represented and voted at
the Annual Meeting.
Can
I attend the meeting and vote my shares in person?
Yes. All stockholders are invited to attend
the Annual Meeting. Stockholders of record can vote in person at the
Annual Meeting. If your shares are held in street name, then you are
not the stockholder of record and you must ask your broker or other nominee how
you can vote at the Annual Meeting.
Can
I change my vote after I return my proxy card?
Yes. If you have not voted through your
broker or other nominee, there are three ways you can change your vote or revoke
your proxy after you have sent in your proxy form.
|
·
|
First,
you may send a written notice to the Secretary of GS Financial, Ms. Lettie
R. Moll, Corporate Secretary, GS Financial Corp., 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002, stating that you would like to
revoke your proxy.
|
|
·
|
Second,
you may complete and submit a new proxy form. Any earlier
proxies will be revoked
automatically.
|
|
·
|
Third,
you may attend the Annual Meeting and vote in person. Any
earlier proxy will be revoked. However, attending the Annual
Meeting without voting in person will not revoke your
proxy.
|
If you
have instructed a broker or other nominee to vote your shares, you must follow
directions you receive from your broker or other nominee to change your
vote.
What
constitutes a quorum?
The
presence at the meeting, in person or by proxy, of the holders of a majority of
the shares of common stock outstanding on the record date will constitute a
quorum. Proxies received but marked as abstentions and broker
non-votes will be included in the calculation of the number of votes considered
to be present at the meeting.
What
are the Board of Directors' recommendations?
The
recommendations of the Board of Directors are set forth under the description of
each proposal in this proxy statement. In summary, the Board of
Directors recommends that you vote FOR the nominees for director described
herein and FOR ratification of the appointment of LaPorte, Sehrt, Romig &
Hand for fiscal 2008.
The proxy
solicited hereby, if properly signed and returned to us and not revoked prior to
its use, will be voted in accordance with your instructions contained in the
proxy. If no contrary instructions are given, each proxy signed and
received will be voted in the manner recommended by the Board of Directors and,
upon the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies. Proxies solicited hereby may be exercised only at the Annual
Meeting and any adjournment of the Annual Meeting and will not be used for any
other meeting.
What
vote is required to approve each item?
Directors
are elected by a plurality of the votes cast with a quorum (a majority of the
outstanding shares entitled to vote represented in person or by proxy)
present. The two persons who receive the greatest number of votes of
the holders of common stock represented in person or by proxy at the Annual
Meeting will be elected directors. The affirmative vote of a majority
of the total votes present in person and by proxy is required for approval of
the proposal to ratify the appointment of the independent registered public
accounting firm. Abstentions are considered in determining the
presence of a quorum, but will not affect the plurality vote required for the
election of directors. Under applicable rules, the proposals to elect
directors and to ratify the appointment of the independent registered public
accounting firm are considered "discretionary" items upon which brokerage firms
may vote in their discretion on behalf of their clients if such clients have not
furnished voting instructions. Abstentions will have the effect of a
vote against the proposal to ratify the appointment of the independent
registered public accounting firm.
|
INFORMATION
WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
|
Election
of Directors (Proposal One)
Our
Articles of Incorporation provide that the Board of Directors shall be divided
into three classes as nearly equal in number as the then total number of
directors constituting the Board of Directors permits. The directors
shall be elected by our stockholders for staggered terms, or until their
successors are elected and qualified. At the Annual Meeting,
stockholders of GS Financial will be asked to elect one class of directors,
consisting of two directors, for a three-year term expiring in 2011, and until
their successors are elected and qualified.
No
director is related to any other director or executive officer by first cousin
or closer, except Bruce A. Scott and Stephen L. Cory who are
brothers-in-law. Each nominee and each director whose term continues
currently serves as a director of GS Financial and Guaranty Savings
Bank.
Unless
otherwise directed, each proxy executed and returned by a stockholder will be
voted for the election of the nominees for director listed below. If
any person named as a nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason
why any of the nominees listed below may not be able to serve as a director if
elected.
The
following tables present information concerning the nominees for director and
each director whose term continues, including tenure as a
director. Ages are reflected as of March 7, 2008. Terms as
directors for Messrs. Glazer, Scott, Cory and Zahn include service as a director
of Guaranty Savings Bank.
Nominees
for Director for a Three-Year Term Expiring in 2011
|
|
|
|
|
Principal
Occupation During the Past Five Years
|
|
|
|
|
|
|
|
|
|
|
|
Bradford
A. Glazer
|
|
52
|
|
Mr.
Glazer is President of Glazer Enterprises, Inc., a transportation agency
representing Cincy Limos, M.H. Timmer, LLC, and Park Transport,
Inc. Cincy Limos is a limousine service serving greater
Cincinnati. M.H. Timmer is a freight agency representing the
Landstar Carrier Group, which is a global transportation
provider. Park Transport is a 48 state full truckload freight
broker. Mr. Glazer also serves as the President of Park
Transport. Glazer Enterprises, located in Cincinnati, Ohio, is
also a real estate management and development company
|
|
1991
|
|
|
|
|
|
|
|
|
|
Bruce
A. Scott
|
|
55
|
|
Mr.
Scott is an attorney and has served as Executive Vice President of GS
Financial since its formation in February 1997 and Executive Vice
President of Guaranty Savings Bank since 1985.
Mr. Scott has
served as Vice Chairman of the Board since 1990. Mr. Scott also
serves as legal counsel of Guaranty Savings Bank, and performs certain
legal services for Guaranty Savings Bank and its borrowers in connection
with real estate loan closings and receives fees from the borrowers in
connection therewith.
|
|
1982
|
The Board of
Directors recommends that you vote
FOR
election of the nominees for Director.
Directors
Whose Terms Are Continuing
Directors
with a Term Expiring in 2009
|
|
|
|
|
Principal
Occupation During the Past Five Years
|
|
|
|
|
|
|
|
|
|
|
|
Stephen
L. Cory
|
|
58
|
|
Mr.
Cory is an insurance agent and President of Cory, Tucker & Larrowe,
Inc. in Metairie, Louisiana.
|
|
1995
|
|
|
|
|
|
|
|
|
|
Edward
J. Bourgeois
|
|
51
|
|
Mr.
Bourgeois is a certified public accountant in the State of Louisiana and
currently serves as President and Chief Executive Officer of Centergy
Consulting, LLC, New Orleans, Louisiana, a consulting firm specializing in
the banking and financial industry. Mr. Bourgeois also serves
as the President and Chief Executive Officer of My EZ Car Care LLC, an
automotive services limited liability company. Mr. Bourgeois was formerly
the Executive Vice President/Chief Operating Officer of Crescent Bank and
Trust, New Orleans, Louisiana from 2001 to 2004. Prior thereto,
Mr. Bourgeois was President of Bourgeois Consulting, a bank consulting
agency in New Orleans, Louisiana from 2000 to 2001, and during 2001, was a
Senior Vice President of Ebank.com, Atlanta, Georgia. He is a
member of the American Institute of Certified Public Accountants and
Louisiana Society of Certified Public Accountants and Board member of the
National Automotive Finance Association.
|
|
2004
|
|
|
|
|
|
|
|
|
|
Albert
J. Zahn, Jr.
|
|
56
|
|
Mr.
Zahn has served as Chairman of the Board of GS Financial and Guaranty
Savings Bank since April 2005. Mr. Zahn is a certified public
accountant and President of the firm Al Zahn CPA, a Professional
Accounting Corporation in Mandeville, Louisiana.
|
|
1992
|
Director
with a Term Expiring in 2010
|
|
|
|
|
Principal
Occupation During the Past Five Years
|
|
|
|
|
|
|
|
|
|
|
|
Hayden
W. Wren, III
|
|
59
|
|
Mr.
Wren is the Director of Commercial/Investment Brokerage of Corporate
Realty, Inc., New Orleans, Louisiana. Mr. Wren is a Certified Commercial
Investment Member (CCIM), a member of the Society of Industrial and Office
Realtors (SIOR), and a licensed certified public accountant having
membership affiliations with the American Institute of Certified Public
Accountants and the Louisiana Society of Certified Public
Accountants.
|
|
2003
|
Executive
Officers Who Are Not Directors
Set forth
below is information with respect to the principal occupations during the last
five years for the three executive officers of GS Financial and Guaranty Savings
Bank who do not also serve as directors of GS Financial. Ages are
reflected as of March 7, 2008.
|
|
|
|
|
Principal
Occupation During the Past Five Years
|
|
|
|
|
|
|
|
Stephen
E. Wessel
|
|
45
|
|
Mr.
Wessel has served as President and Chief Executive Officer of GS Financial
and Guaranty Savings Bank since December 2005. Since December
2007, he has served as a Director of Guaranty Savings
Bank. Previously he served as Senior Vice President/South
Louisiana Business Banking Manager for AmSouth Bank, a regional commercial
bank, New Orleans, Louisiana since August 2001. Prior thereto,
Mr. Wessel served as Vice President/Regional Business Banking Manager for
Whitney National Bank, New Orleans, Louisiana from December 1991 to August
2001.
|
|
|
|
|
|
|
|
Lettie
R. Moll
|
|
54
|
|
Ms.
Moll has served as Vice President and Corporate Secretary of GS Financial
since its formation in 1997 and Vice President and Corporate Secretary of
Guaranty Savings since March 1987 and March 1982, respectively. Ms. Moll
currently serves as Guaranty Savings Bank's Branch Administrator and
manages the deposit products.
|
|
|
|
|
|
|
|
J.
Andrew Bower
|
|
43
|
|
Mr.
Bower has served as Chief Financial Officer and Senior Vice President of
GS Financial and Guaranty Savings Bank since January
2006. Prior thereto, Mr. Bower was a self-employed consultant
providing internal audit, accounting and loan review services primarily to
banks in the greater New Orleans area, including GS Financial and Guaranty
Savings Bank since January 2002. Previously, Mr. Bower was
employed in the accounting department of Stewart Enterprises, Inc.,
Metairie, Louisiana, from September 2000 to January 2002, and as an audit
manager at Arthur Andersen LLP from December 1992 to September
2000.
|
Committees
and Meetings of the Board of Directors
The Board
of Directors has established a Compensation Committee, Audit Committee and
Nominating and Corporate Governance Committee. During the fiscal year ended
December 31, 2007, our Board of Directors held 12 regular
meetings. No director attended fewer than 75% of the total number of
Board meetings and committee meetings on which he served that were held during
this period. The Board of Directors has determined that a majority of
its members are independent directors as defined in the Nasdaq listing
standards. Our independent directors are Messrs. Wren, Glazer,
Bourgeois and Zahn. In determining Mr. Zahn's independence, the Board
considered that Mr. Zahn's accounting firm, Al Zahn CPA, a Professional
Accounting Company, rented office space from Guaranty Savings Bank at a rate of
less than $10,000 per year, effective January 1, 2008.
Compensation
Committee
. The members of the Compensation Committee were
Messrs. Bourgeois, Glazer, Wren and Zahn in fiscal 2007, each of whom as
determined by our Board of Directors, is an independent director as defined in
the Nasdaq's listing standards. The Compensation Committee reviews
the compensation of our executive officers and met three times in 2007, of which
only two of the meetings were the members compensated. No member of
the Compensation Committee is a current or former officer or employee of GS
Financial or Guaranty Savings Bank. The Compensation Committee does
not currently operate in accordance with a written charter.
Audit
Committee.
The primary purpose of the Audit Committee, as set
forth in the committee's charter, is to assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to corporate accounting and
reporting practices. The Audit Committee reviews with management and
the independent auditors the systems of internal control, reviews the annual
financial statements, including the Annual Report on Form 10-K, and monitors our
adherence in accounting and financial reporting to generally accepted accounting
principles. The Audit Committee is comprised of three outside
directors each of whom is an independent director as defined in Rule 4200(a)(15)
of the Nasdaq's listing standards. The current members of the Audit Committee
are Messrs. Bourgeois, Wren and Zahn. The Board of Directors has not
identified a member of the audit committee
who
meets the Securities and Exchange Commission's definition of audit committee
financial expert. Messrs. Bourgeois, Wren and Zahn are certified
public accountants with significant experience in public
accounting. The Board of Directors believes that the audit committee
members have sufficient expertise to fulfill their fiduciary
duties.
The Audit
Committee meets on an as needed basis and met five times in fiscal
2007. The Board of Directors and the Audit Committee adopted an Audit
Committee Charter which is available on our website at
www.gsfinancialcorp.com.
Nominating and
Corporate Governance Committee
. The members of the Nominating
and Corporate Governance Committee of GS Financial for fiscal 2007 were Messrs.
Bourgeois, Glazer and Zahn. The members of the committee are
independent directors as defined in the Nasdaq Marketplace Rules. The
Nominating and Corporate Governance Committee met once during fiscal
2007. Nominations for director of GS Financial are reviewed by the
Nominating and Corporate Governance Committee and submitted to the full Board of
Directors for approval.
The
Charter of the Nominating and Corporate Governance Committee is available on our
website at www.gsfinancialcorp.com.
Director
Nominations
The
Nominating and Corporate Governance Committee's charter sets forth certain
criteria the committee may consider when recommending individuals for nomination
including: ensuring that the Board of Directors, as a whole, is diverse and
consists of individuals with various and relevant career experience, relevant
technical skills, industry knowledge and experience, financial expertise
(including expertise that could qualify a director as a "financial expert," as
that term is defined by the rules of the SEC), local or community ties, minimum
individual qualifications, including strength of character, mature judgment,
familiarity with our business and industry, independence of thought and an
ability to work collegially. The committee also may consider the
extent to which the candidate would fill a present need on the Board of
Directors. The Nominating and Corporate Governance Committee will
also consider candidates for director suggested by other directors, as well as
our management and stockholders. A stockholder who desires to
recommend a prospective nominee should notify our Corporate Secretary in writing
providing whatever supporting material the stockholder considers
appropriate. Procedures for stockholder nominations are discussed
under "Stockholder Proposals, Nominations and Communications with the Board of
Directors."
Director
Compensation
Members
of our Board of Directors receive no compensation for attending meetings of GS
Financial's Board. Members of the Board of Directors of Guaranty
Savings Bank are paid $850 for each regular meeting of the Board regardless of
attendance, $850 for each special meeting attended, $850 for attendance at the
annual budget planning session and $250
for
each Audit, Compensation, Commercial Lending and Nominating and Corporate
Governance Committee meeting attended. Beginning in January 2006, the
Chairman of the Board received $1,200 per Board meeting and the annual budget
planning session. Mr. Wessel does not receive fees for service on the
Board of Directors of Guaranty Savings Bank.
The table below summarizes
the total compensation paid to our non-employee directors for the fiscal year
ended December 31, 2007.
|
|
|
Fees
Earned or Paid in Cash
|
|
|
Stock
|
|
|
All
Other
|
|
|
|
|
|
Edward
Bourgeois
|
|
$
|
16,050
|
|
|
$
|
3,476
|
(2)
|
|
$
|
101
|
|
|
$
|
19,627
|
|
|
Stephen
L
Cory.
|
|
|
11,050
|
|
|
|
5,839
|
|
|
|
2,214
|
|
|
|
19,103
|
|
|
Bradford
A.
Glazer
|
|
|
10,950
|
|
|
|
5,839
|
|
|
|
2,214
|
|
|
|
19,003
|
|
|
Donald
Scott
|
|
|
--
|
(4)
|
|
|
34,032
|
|
|
|
177,461
|
|
|
|
211,492
|
|
|
Hayden
W. Wren
III
|
|
|
16,050
|
|
|
|
4,655
|
(2)
|
|
|
327
|
|
|
|
21,032
|
|
|
Albert
J. Zahn,
Jr.
|
|
|
20,850
|
|
|
|
5,839
|
|
|
|
2,214
|
|
|
|
28,903
|
|
___________________
|
|
|
Reflects
expense recognized in accordance with Statement of Financial Accounting
Standards No. 123(R) related to grants of restricted stock awards to
directors under the 1997 Recognition and Retention Plan. On
October 15, 1997, Messrs. Cory, Glazer and Zahn each received an award of
5,894 shares and Mr. Scott, who served as President and Chief Executive
Officer at the time, received an award of 34,385 shares. The
awards vested pro rata over ten years with the final vesting on October
15, 2007. On May 18, 2004, we awarded 2,355 shares to Mr. Wren and on May
18, 2006, we awarded 1,776 shares to Mr. Bourgeois which are vesting over
a ten year period, commencing on the first anniversary of the date of
grant.
|
|
|
|
As
of December 31, 2007, Messrs. Bourgeois and Wren held 1,599 and 1,649
unvested stock awards, respectively, under our 1997 Recognition and
Retention Plan.
|
|
|
|
Consists
of dividends and interest thereon paid on shares awarded pursuant to the
1997 Recognition and Retention Plan that vested during
2007. Includes for Mr. Scott, $156,000 paid pursuant to the
terms of his Early Retirement and Consulting Agreement and health and
dental insurance premiums.
|
|
|
|
Mr.
Scott received consulting fees under his Early Retirement and Consulting
Agreement which are reflected in "All Other
Compensation."
|
On
October 15, 1997, each non-employee director of GS Financial at the time
received 14,736 non-qualified stock options with an exercise price of $17.1875,
pursuant to the 1997 Stock Option Plan. Such options vested ratably
over five years and all unexercised stock options expired on October 15,
2007. In addition, each non-employee director of GS Financial at the
time also received 5,894 shares of restricted common stock on October 15, 1997
which were earned ratably over ten years, pursuant to GS Financial's 1997
Recognition and Retention Plan and Trust Agreement. In May 2004 and 2006, we
granted 2,355 shares and 1,776 shares of restricted common stock to Messrs. Wren
and Bourgeois, respectively, pursuant to the Recognition Plan which are being
earned ratably over ten years. Dividends paid on the restricted
common stock are held in the Recognition Plan Trust and paid to the recipient
when the restricted stock is earned. Both the Option Plan and
Recognition Plan terminated by their terms on August 14, 2007; however unvested
restricted stock awards made prior to termination will continue to
vest. We did not make any grants pursuant to the Option Plan or
Recognition Plan to the non-employee directors during fiscal
2007.
On
January 7, 2005, GS Financial and Guaranty Savings Bank entered into an Early
Retirement and Consulting Agreement pursuant to which Donald C. Scott retired
from his positions as President and Chief Executive Officer of GS Financial and
Guaranty Savings effective as of January 7, 2005. Mr. Scott agreed to
provide certain consulting services for a period of three
years. During fiscal 2007, Mr. Donald Scott received $156,000
pursuant to the consulting agreement in addition to certain medical
benefits. Effective January 7, 2008, Mr. Scott resigned as a director
of GS Financial and Guaranty Savings Bank.
Directors'
Attendance at Annual Meetings
Although
we do not have a formal policy regarding attendance by members of the Board of
Directors at annual meetings of stockholders, we expect that our directors will
attend, absent a valid reason for not doing so. Six of our seven
directors attended the 2007 Annual Meeting of Stockholders held on April 24,
2007.
Transactions
with Certain Related Persons
Our
policies provide that all loans made by Guaranty Savings Bank to our directors,
officers and employees are made in the ordinary course of business, are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features. All such loans made to our directors and executive officers
met such criteria.
|
REPORT
OF THE AUDIT COMMITTEE
|
The Audit
Committee has reviewed and discussed GS Financial's audited financial statements
with management. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61, "Communication with Audit
Committees." The Audit Committee has received the written disclosures
and the letter from the independent registered public accounting firm required
by Independence Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent registered public
accounting firm, their independence. Based on the review and
discussions referred to above in this report, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in GS
Financial's Annual Report on Form 10-K for fiscal year ended December 31, 2007,
for filing with the Securities and Exchange Commission.
Members of
the Audit Committee
Edward J.
Bourgeois, CPA
Hayden W.
Wren, III, CPA
Albert J.
Zahn, Jr., CPA
Summary
Compensation Table
The table
below summarizes the total compensation paid or earned by our President and
Chief Executive Officer and our two other executive officers whose total
compensation exceeded $100,000 for the fiscal years ended December 31, 2007 and
2006, the "named executive officers." Bonus payments represent
bonuses for the fiscal year paid in the following year.
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
All
Other Compensation(2)
|
|
|
|
Stephen
E. Wessel
President and
Chief Executive
Officer
|
|
2007
2006
|
|
$175,000
160,000
|
|
$15,000
28,571
|
|
$9,401
--
|
|
$29,618
6,270
|
|
$229,020
194,841
|
|
J.
Andrew Bower
Senior Vice President
and
Chief Financial
Officer
|
|
2007
2006
|
|
100,000
87,815
|
|
2,000
14,285
|
|
--
--
|
|
5,264
110
|
|
107,264
102,210
|
|
Bruce
A. Scott
Executive Vice
President
|
|
2007
2006
|
|
141,647
137,384
|
|
4,380
7,142
|
|
34,032
59,091
|
|
20,596
96,808
|
|
200,656
300,425
|
|
(1)
|
Reflects
the amount expensed in accordance with Statement of Financial Accounting
Standards No. 123(R) during fiscal 2007 for awards of restricted
stock. The valuation of the restricted stock awards is based on
grant date fair values of $19.82 and $17.1875 for Messrs. Wessel and
Scott, respectively.
|
|
(2)
|
Includes
employer contributions and allocations of common stock to the accounts of
the named executive officers under the Guaranty Savings Bank 401(k) Plan,
life insurance premiums and, for Mr. Scott, dividends and interest paid on
restricted stock awards that vested during 2007. Includes for
Mr. Wessel an automobile allowance of $10,000 and an allowance for country
club dues of $10,000.
|
Outstanding
Equity Awards at Fiscal Year-End
GS
Financial granted an award of restricted stock during fiscal 2007 to Mr.
Wessel. No other stock options or restricted stock awards were
outstanding as of December 31, 2007 to our named executive
officers. The table below sets forth the outstanding equity awards at
December 31, 2007.
|
|
|
Stock
Awards
|
|
|
|
Number
of Shares
or
Units of
Stock
|
|
Market
Value of Shares or Units of Stock
|
|
Name
|
|
That
Have Not Vested
|
|
That
Have Not Vested(2)
|
|
|
|
|
|
|
|
|
|
Stephen E.
Wessel
|
|
5,000
|
(1)
|
|
$94,700
|
|
|
J. Andrew
Bower
|
|
--
|
|
|
--
|
|
|
Bruce A.
Scott
|
|
--
|
|
|
--
|
|
____________________
|
(1)
|
Mr.
Wessel was granted 5,000 shares of restricted stock pursuant to the 1997
Recognition and Retention Plan on January 16, 2007, that are vesting at a
rate of 10% per year over ten years commencing on January 16,
2008.
|
|
(2)
|
Market
Value is calculated based on a closing price of $18.94 on December 31,
2007.
|
Employment
Agreement
In
December 2005, Guaranty Savings Bank entered into a letter agreement with Mr.
Wessel. Effective as of February 29, 2008, the letter agreement was
extended through December 31, 2009. The letter agreement with Mr.
Wessel provides the terms for Mr. Wessel's employment as President and Chief
Executive Officer, including participation in Guaranty Savings Bank's bonus
program. If a change in control occurs within the first two years' of
Mr. Wessel's employment and his employment is terminated other than for cause,
Mr. Wessel will be entitled to receive a lump sum payment equal to one year's
base salary and certain other benefits.
Plans
or Arrangements with Payments Upon Termination of Employment or Change in
Control
Neither
GS Financial nor Guaranty Savings Bank currently has any employment, change in
control or severance agreement with any of its named executive officers, nor any
severance plan or policy covering such executive officers, except for the letter
agreement described above with Mr. Wessel. The following
summarizes the cash severance plans or arrangements that would provide for
payments to Mr. Wessel if his employment is terminated following a change in
control, and the plans or arrangements that would provide for payments to each
of the named executive officers if their employment is terminated due to the
reasons set forth below.
Cash
Severance
. If a change in control occurs and Mr.
Wessel's employment is terminated for other than cause, he would be entitled to
receive a lump sum cash payment equal to one times his base salary under the
terms of the letter agreement. Cash severance is not payable under
his letter agreement unless his employment is terminated without cause in
connection with or following a change in control.
Outstanding
Restricted Stock Awards
. As of December 31, 2007, Mr. Wessel
held unvested restricted stock awards with a value of $94,700, based on the
closing price of our common stock of $18.94 per share on such
date. If the employment of Mr. Wessel is terminated due to death or
disability, or if a change in control occurs, the restricted stock awards become
fully vested.
Life Insurance
Benefits
. The beneficiaries or estates of Messrs. Wessel,
Bower or Scott would be entitled to receive life insurance proceeds of $150,000
in the event of their death while employed at Guaranty Savings
Bank.
Disability
Benefits
. If the employment of Messrs. Wessel, Bower or Scott
is terminated due to disability, they would be entitled to receive monthly
disability benefits of approximately
$5,000,
for as long as they remained disabled, up to age 65, minus any Social Security
or other disability benefits to which they would be
entitled.
Vacation and Sick
Leave
. Employees of Guaranty Savings Bank are credited with
vacation and sick leave each calendar year based on position and
tenure. During 2007, each named executive was entitled to three weeks
of paid vacation, 10 days of sick leave and one personal
day. Executives are not paid for accrued but unused sick leave or
personal days if their employment is terminated. In addition,
vacation leave is not able to be carried forward from one year to the next,
however, sick days may be carried over to a maximum of 30
days. However, executives are paid for any accrued but unused
vacation leave upon termination of employment.
Vested
Tax-Qualified Retirement Benefits
. If the employment of
Messrs. Wessel, Bower or Scott is terminated for any reason, they are entitled
to receive their vested benefits under the employee stock ownership plan
provisions of the Guaranty Savings Bank 401(k) Plan in accordance with the terms
of such tax-qualified plan. See Note J of the Notes to Consolidated
Financial Statements. The named executive officers are 100% vested in
their account balances under the 401(k) plan provisions of the Guaranty Savings
Bank 401(k) Plan.
If a
named executive officer terminates his or her employment voluntarily, or if such
employment is terminated by us with or without cause other than following a
change in control, the only payments or benefits that the executive officer will
receive are the accrued but unused vacation leave and vested benefits under the
Guaranty Savings Bank 401(k) Plan. The only additional payments in
the event of a change in control is the cash severance to Mr. Wessel if his
employment is terminated for other than cause, and the accelerated vesting of
his outstanding restricted stock awards.
|
BENEFICIAL
OWNERSHIP OF COMMON STOCK
BY
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The
following table sets forth, as of March 7, 2008, the voting record date, certain
information as to our common stock beneficially owned by (a) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 who or which was known to us to be the
beneficial owner of more than 5% of our issued and outstanding common stock, (b)
our directors, (c) certain executive officers, and (d) all directors and
executive officers as a group.
|
|
|
Common
Stock Beneficially Owned
as
of March 7, 2008(1)
|
|
Name
of Beneficial Owner(s)
|
|
|
|
|
|
|
|
Guaranty
Savings Bank 401(k)
Plan
|
|
|
144,717
|
(2)
|
|
|
11.3
|
%
|
|
3798 Veterans Memorial Boulevard
Metairie, Louisiana
70002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip
J. Timyan c/o Riggs
Partners
|
|
|
126,421
|
(3)
|
|
|
9.8
|
|
|
4324 Central Avenue
Western Springs, Illinois
60558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
C.
Scott
|
|
|
83,235
|
(4)
|
|
|
6.5
|
|
|
8601 Carriage Road
River Ridge, Louisiana
70123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
Edward J.
Bourgeois
|
|
|
3,601
|
(5)
|
|
|
*
|
|
|
Stephen L.
Cory
|
|
|
9,803
|
|
|
|
*
|
|
|
Bradford A.
Glazer
|
|
|
21,842
|
(6)
|
|
|
1.7
|
|
|
Bruce A.
Scott
|
|
|
97,839
|
(2)(7)
|
|
|
7.6
|
|
|
Hayden W. Wren,
III
|
|
|
3,128
|
|
|
|
*
|
|
|
Albert J. Zahn,
Jr.
|
|
|
24,678
|
(8)
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Named
Executive Officers:
|
|
|
|
|
|
|
|
|
|
J. Andrew
Bower
|
|
|
1,924
|
(9)
|
|
|
*
|
|
|
Stephen E.
Wessel
|
|
|
1,015
|
(10)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (9
persons)
|
|
|
182,108
|
(2)(11)
|
|
|
14.2
|
%
|
____________________
* Represents
less than 1% of our outstanding common stock.
|
(1)
|
Based
upon filings made with the Securities and Exchange Commission and
information furnished by the respective individuals. Under
regulations promulgated pursuant to the Securities and Exchange Act,
shares of common stock are deemed to be beneficially owned by a person if
he or she directly or indirectly has or shares (a) voting power, which
includes the power to vote or to direct the voting of the shares, or (b)
investment power, which includes the power to dispose or to direct the
disposition of the shares. Unless otherwise indicated, the
named beneficial owner has sole voting and dispositive power with respect
to the shares.
|
|
(2)
|
Messrs.
Stephen E. Wessel and Bruce A. Scott and Ms. Mitzi H. Still act as
trustees of the Guaranty Savings Bank 401(k) Plan. As of March
7, 2008, the 144,717 shares held in the 401(k) Plan were allocated to the
accounts of participating employees. In general, the allocated
shares held in the 401(k) Plan as of March 7, 2008 will be voted by the
Trustees in accordance with the instructions of the participants and their
beneficiaries. The amount of our common stock beneficially
owned by officers who serve as 401(k) Plan Trustees and by all directors
and executive officers as a group does not include the shares held by the
401(k) Plan other than shares specifically allocated to the individual
officer's account.
|
(Footnotes
continue on following page)
____________________
|
(3)
|
Based
on information obtained from an amended Schedule 13D/A filed by Philip J.
Timyan with the SEC on October 1, 2007. Total amount of
beneficial ownership includes shares beneficially owned by each of Riggs
Qualified Partners and Mr. Timyan directly. Mr. Timyan reports
sole voting and dispositive power with respect to 107,221 shares and
shared dispositive power with respect to 19,200
shares.
|
|
(4)
|
Includes
1,000 shares of common stock owned by Mr. Donald Scott's wife and 48,315
shares held in Mr. Donald Scott's individual retirement
account. Does not include shares held by Mr. Bruce Scott, Mr.
Donald Scott's brother.
|
(5) Includes
1,324 shares of common stock held in Mr. Bourgeois' individual retirement
account.
|
(6)
|
Includes
1,450 shares of common stock owned by Mr. Glazer's wife and 10,000 shares
owned by Mr. Glazer's children.
|
|
(7)
|
Includes
2,500 shares of common stock held in trust for the benefit of one of Bruce
Scott's children, for which Mr. Scott is the trustee. Mr. Scott
disclaims beneficial ownership as to the shares held in such
trust. Also includes 15,000 shares owned directly by Mr.
Scott's wife and 12,000 shares held in Mr. Scott's individual retirement
account. Also includes 35,933 shares of common stock allocated
to Mr. Scott under the employee stock ownership plan provisions of the
Guaranty Savings Bank 401(k) Plan, which the Trustees will vote in
accordance with Mr. Scott's instructions. Does not include
shares held by Mr. Donald C. Scott, Mr. Bruce A. Scott's
brother. The business address for Mr. Scott is c/o Guaranty
Savings Bank, 3798 Veterans Memorial Boulevard, Metairie, Louisiana
70002.
|
|
(8)
|
Includes
5,000 shares of common stock owned by Mr. Zahn's
wife.
|
|
(9)
|
Includes
278 shares held in the Guaranty Savings Bank 401(k) Plan, which the
Trustees will vote in accordance with Mr. Bower's
instructions.
|
|
(10)
|
Includes
315 shares held in the Guaranty Savings Bank 401(k) Plan, which the
Trustees will vote in accordance with Mr. Wessel's
instructions.
|
|
(11)
|
Includes
an aggregate of 53,304 shares of common stock which are held by the
Guaranty Savings Bank 401(k) Plan on behalf of our executive officers as a
group.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who own more than 10% of GS Financial's common stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
stockholders are required by regulation to furnish us with copies of all Section
16(a) forms they file.
We know
of no person who owns 10% or more of our common stock other than the Guaranty
Savings Bank 401(k) Plan which owns 11.3%.
Based
solely on review of the copies of such forms furnished to us, or written
representations from our officers and directors, we believe that during, and
with respect to, fiscal 2007, our officers and directors complied in all
respects with the reporting requirements promulgated under Section
16(a).
|
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (Proposal
Two)
|
Our Audit
Committee has appointed LaPorte, Sehrt, Romig & Hand, independent registered
public accounting firm, to perform the audit of GS Financial's financial
statements for the year ending December 31, 2008, and further directed that
their selection be submitted for ratification by the stockholders at the Annual
Meeting.
We have
been advised by LaPorte, Sehrt, Romig & Hand that neither that firm nor any
of its associates has any relationship with GS Financial or Guaranty Savings
other than the usual relationship that exists between independent registered
public accounting firms and their clients. LaPorte, Sehrt, Romig
& Hand will have one or more representatives at the Annual Meeting who will
have an opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions.
In
determining whether to appoint LaPorte, Sehrt, Romig & Hand as our
independent registered public accounting firm, the Audit Committee considered
whether the provision of services, other than auditing services, by LaPorte,
Sehrt, Romig & Hand is compatible with maintaining their
independence. In addition to performing auditing services, LaPorte,
Sehrt, Romig & Hand performed tax-related services, including the completion
of GS Financial's corporate tax returns, in 2006 and 2007. The Audit
Committee believes that LaPorte, Sehrt, Romig & Hand's performance of these
other services is compatible with maintaining their
independence.
The
Board of Directors recommends that you vote FOR the ratification of the
appointment
of
LaPorte, Sehrt, Romig & Hand as our independent registered public accounting
firm
for
the fiscal year ending December 31, 2008.
Audit
Fees
The
following table sets forth the aggregate fees paid by us to LaPorte, Sehrt,
Romig & Hand for professional services rendered in connection with the audit
of GS Financial's consolidated financial statements for 2007 and 2006, as well
as the fees paid by us to LaPorte, Sehrt, Romig & Hand for audit-related
services, tax services and all other services rendered to us during 2007 and
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
49,934
|
|
|
$
|
47,500
|
|
|
Audit-related
fees
|
|
|
--
|
|
|
|
--
|
|
|
Tax
fees (1)
|
|
|
8,000
|
|
|
|
7,500
|
|
|
All
other fees
|
|
|
--
|
|
|
|
--
|
|
|
Total
|
|
$
|
57,934
|
|
|
$
|
55
,000
|
|
|
|
(1)
|
Tax
fees consist primarily of fees paid in connection with preparing federal
and state income tax returns and other tax related
services.
|
The Audit
Committee selects our independent registered public accounting firm and
pre-approves all audit services to be provided by it to GS
Financial. The Audit Committee also reviews and pre-approves all
audit-related and non-audit related services rendered by our independent
registered public accounting firm in accordance with the Audit Committee's
charter. In its review of these services and related fees and terms,
the Audit Committee considers, among other things, the possible effect of the
performance of such services on the independence of our independent registered
public accounting firm. The Audit Committee pre-approves certain
audit-related services and certain non-audit related tax services which are
specifically described by the Audit Committee on an annual basis and separately
approves other individual engagements as necessary. The chair of the
Audit Committee has been delegated the authority to approve audit-related and
non-audit related services in lieu of the full Audit Committee, and presents all
such previously-approved engagements to the full Audit
Committee.
Each new
engagement of LaPorte, Sehrt, Romig & Hand was approved in advance by the
Audit Committee, and none of those engagements made use of the
de minimis
exception to pre-approval contained in the SEC's rules.
|
STOCKHOLDER
PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH
THE BOARD OF DIRECTORS
|
Stockholder
Proposals.
Any proposal which a stockholder wishes to have
included in the proxy materials of GS Financial relating to the next annual
meeting of stockholders, which is scheduled to be held in April, 2009, must be
received at our principal executive offices located at 3798 Veterans Memorial
Boulevard, Metairie, Louisiana 70002, Attention: Lettie R. Moll,
Corporate Secretary, no later than November 26, 2008. If such
proposal is in compliance with all of the requirements of Rule 14a-8 under the
Exchange Act, it will be included in the proxy statement and set forth on the
form of proxy issued for such annual meeting of stockholders. It is
urged that any such proposals be sent certified mail, return receipt
requested.
Stockholder proposals which are not submitted for
inclusion in our proxy materials pursuant to Rule 14a-8 under the 1934 Act may
be brought before an annual meeting pursuant to Article 9.D. of our Articles of
Incorporation, which provides that the stockholder must give timely notice
thereof in writing to the Corporate Secretary. To be timely with respect to the
annual meeting of stockholders scheduled to be held in April 2009, a
stockholder's notice must be delivered to, or mailed and received at, our
principal executive offices 60 days prior to the anniversary date of this Annual
Meeting, or no later than February 21, 2009. A stockholder's notice
to the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the proposal desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on our
books, of the stockholder proposing such business and, to the extent known, any
other stockholders known by such stockholder to be supporting such proposal, (c)
the number of shares of common stock which are beneficially owned by the
stockholder on the date of such stockholder notice and, to the extent known, by
any other stockholders known by such stockholder to be supporting such proposal
on the date of such stockholder notice, and (d) any financial interest of the
stockholder in such proposal (other than interests which all stockholders would
have).
Stockholder
Nominations
. Our Articles of Incorporation govern nominations
of candidates for election as director at any annual meeting of stockholders and
provide that such nominations, other than those made by the Board of Directors,
may be made by any stockholder entitled to vote at such annual meeting provided
such nomination is made in accordance with the procedures set forth in Article
6.F. Nominations, other than those made by or at the direction of the
Board of Directors, must be made pursuant to timely notice in writing to the
Corporate Secretary. To be timely with respect to the annual meeting
of stockholders scheduled to be held in April 2009, a stockholder's notice must
be delivered to, or mailed and received at, our principal executive offices not
later than 60 days prior to the anniversary date of this Annual Meeting of
Stockholders or February 21, 2009. Such stockholder's notice must
comply with the requirements of Article 6.F. We did not receive any
stockholder nominations with respect to this Annual Meeting.
Other Stockholder
Communications.
Our Board of Directors has adopted a formal process by
which stockholders may communicate with the Board. Stockholders who
wish to communicate with the Board may do so by sending written communications
addressed to the Board of Directors of GS Financial Corp., c/o Lettie R. Moll,
Corporate Secretary, at 3798 Veterans Memorial Boulevard, Metairie, Louisiana
70002.
A copy of
our Annual Report to Stockholders for the year ended December 31, 2007
accompanies this Proxy Statement. Such annual report is not part of
the proxy solicitation materials.
Upon
receipt of a written request, we will furnish to any stockholder without charge
a copy of our Annual Report on Form 10-K (without exhibits) for fiscal 2007
required to be filed with the Securities and Exchange Commission. In addition,
upon written request, we will furnish copies of the exhibits to the Annual
Report on Form 10-K for a fee that covers our reasonable expenses in furnishing
such exhibits. Such written requests should be directed to Lettie R.
Moll, Corporate Secretary, GS Financial Corp., 3798 Veterans Memorial Boulevard,
Metairie, Louisiana 70002. The Form 10-K is not part of the proxy solicitation
materials.
Management is not aware of any business to come before
the Annual Meeting other than the matters described above in this Proxy
Statement. However, if any other matters should properly come before
the meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons
voting the proxies.
The cost
of the solicitation of proxies will be borne by GS Financial. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending the proxy materials to the beneficial
owners of our common stock. In addition to solicitations by mail, our
directors, officers and employees may solicit proxies personally or by telephone
without additional compensation.
REVOCABLE
PROXY
GS
FINANCIAL CORP.
|
[X]
|
PLEASE
MARK VOTES
|
|
|
AS
IN THIS EXAMPLE
|
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF GS FINANCIAL CORP. FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 22, 2008 AND AT ANY ADJOURNMENT
THEREOF.
The
undersigned
hereby appoints Stephen E. Wessel and Lettie R. Moll or any successors thereto,
as proxies with full powers of substitution, to represent and vote, as
designated below, all the shares of Common Stock of GS Financial Corp. (the
"Company") held of record by the undersigned on March 7, 2008 at the Annual
Meeting of Stockholders to be held at the Company's corporate headquarters
located at 3798 Veterans Memorial Boulevard, Metairie, Louisiana 70002, on
Tuesday, April 22, 2008, at 10:00 a.m., Central time, and any adjournment
thereof.
|
1.
|
ELECTION
OF DIRECTORS FOR THREE-YEAR TERM (except as marked to the contrary
below)
|
|
|
Nominees
for three-year term expiring in
2011:
|
Bradford
A. Glazer and Bruce A. Scott
Instruction:
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
________________________________________________
|
2.
|
PROPOSAL
TO RATIFY THE APPOINTMENT by the Board of Directors of LaPorte, Sehrt,
Romig & Hand as the Company's independent registered public accounting
firm for the year ending December 31,
2008.
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
o
|
AGAINST
|
o
|
ABSTAIN
|
|
o
|
|
3.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the
meeting.
|
|
|
|
|
|
|
|
PLEASE CHECK BOX IF YOU PLAN TO
ATTEND THE MEETING
|
>>>
|
o
|
|
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS. THE SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS
SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR
THE RATIFICATION OF AUDITORS AND OTHERWISE AT THE DISCRETION OF THE
PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT
IS VOTED AT THE ANNUAL MEETING.
Please sign this proxy exactly as your
name(s) appear(s) on this proxy. When signing in a representative
capacity, please give title. When shares are held jointly, only one
holder need sign.
|
|
|
|
Please
be sure to date this Proxy and sign in
|
Date
|
|
|
the box
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder
sign above
|
|
Co-holder
(if any) sign above
|
|
|
|
|
▲
|
Detach
above card, sign, date and mail in postage paid envelope
provided.
|
▲
|
|
|
|
|
|
|
GS
FINANCIAL CORP.
|
|
|
PLEASE ACT PROMPTLY
|
|
SIGN, DATE & MAIL YOUR
PROXY CARD TODAY
|
|
|
IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE
PROVIDED.
___________________________________________________
___________________________________________________
___________________________________________________
GUARANTY
SAVINGS BANK 401(k) PLAN
VOTING
INSTRUCTION BALLOT
GS
FINANCIAL CORP
|
[X]
|
PLEASE
MARK VOTES
|
|
|
AS
IN THIS EXAMPLE
|
The
undersigned hereby instructs the Trustees of the Guaranty Savings Bank 401(k)
Plan to vote, as designated below, all the shares of Common Stock of GS
Financial Corp. (the "Company") allocated to my account pursuant in the 401(k)
Plan as of March 7, 2008 at the Annual Meeting of Stockholders to be held at the
Company's corporate headquarters located at 3798 Veterans Memorial Boulevard,
Metairie, Louisiana, 70002, on Tuesday, April 22, 2008, at 10:00 a.m., Central
time, and any adjournment thereof.
|
1.
|
ELECTION
OF DIRECTORS FOR THREE-YEAR TERM
|
|
|
(except
as marked to the contrary below)
|
|
|
Nominees
for three-year term expiring in
2011:
|
Bradford
A. Glazer and Bruce A. Scott
Instruction:
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
______________________________________________
|
2.
|
PROPOSAL
TO RATIFY THE APPOINTMENT by the Board of Directors of LaPorte, Sehrt,
Romig & Hand as the Company's independent registered public accounting
firm for the year ending December 31,
2008.
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
o
|
AGAINST
|
o
|
ABSTAIN
|
|
o
|
|
3.
|
In
their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the
meeting.
|
The Board of Directors recommends a
vote FOR the Board's nominees for director and FOR Proposal 2. Such
votes are hereby solicited by the Board of Directors.
|
|
|
|
Dated:
_________________________________, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________________________________
|
|
|
|
|
Signature
|
If
you return this card properly signed but you do not otherwise specify, shares
will be voted for the Board of Directors' nominees for director and for Proposal
2.
March 26,
2008
To: Participants
in Guaranty Savings Bank's 401(k) Plan
As described in the attached materials,
your voting instructions as a participant in the Guaranty Savings Bank 401(k)
Plan are being solicited in connection with the proposals to be considered at
the upcoming Annual Meeting of Stockholders. We hope you will take
advantage of the opportunity to direct the manner in which shares of common
stock allocated to your account in the 401(k) Plan will be voted.
Enclosed with this letter is the Proxy
Statement, which describes the matters to be voted upon, GS Financial Corp's
Annual Report to Stockholders and a voting instruction ballot, which will permit
you to vote the shares in your account. After you have reviewed the
Proxy Statement, we urge you to vote your shares held pursuant to the 401(k)
Plan by marking, dating, signing and returning the enclosed voting instruction
ballot to the Trustees of the 401(k) Plan. The Trustees will tabulate
the votes so they may vote the shares in accordance with your
instructions.
We urge each of you to vote, as a means
of participating in the governance of the affairs of GS Financial Corp. If your
voting instructions for the 401(k) Plan are not received, the shares allocated
to your account will generally not be voted, subject to the fiduciary duties of
the Trustees. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do
so.
Please note that the enclosed voting
instruction ballot relates only to those shares which have been allocated to you
under the 401(k) Plan. You will receive other voting material for
those shares owned by you individually and not under the 401(k)
Plan.
Sincerely,
Stephen E.
Wessel
President and Chief
Executive Officer
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jun 2024 to Jul 2024
GS Financial Corp. (MM) (NASDAQ:GSLA)
Historical Stock Chart
From Jul 2023 to Jul 2024
