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. _____)
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Filed
by the Registrant [ X ]
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Filed
by a Party other than the
Registrant [ ]
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Check
the appropriate box:
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[
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X
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Definitive
Proxy Statement
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[
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
'
240.14a-12
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GS
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)
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Payment
of Filing Fee (Check the appropriate box):
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[
X ]
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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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.
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(1)
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Amount
previously paid:
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(2)
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Form,
schedule or registration statement no.:
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(3)
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Filing
party:
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(4)
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Date
filed:
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April 10,
2009
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 Thursday, May 14,
2009 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 at the
Annual Meeting, 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
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GS
FINANCIAL CORP.
3798
Veterans Memorial Boulevard
Metairie,
Louisiana 70002
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
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TIME
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10:00
a.m., Central time, Thursday, May 14, 2009
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PLACE
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GS
Financial Corp. Headquarters
3798
Veterans Memorial Boulevard
Metairie,
Louisiana
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ITEMS
OF BUSINESS
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(1)
To elect two directors for a three-year term expiring in 2012, 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 year ending December
31, 2009; 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.
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RECORD
DATE
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Holders
of GS Financial Corp. common stock of record at the close of business on
March 17, 2009 are entitled to vote at the meeting.
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ANNUAL
REPORT
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Our
2008 Annual Report to Stockholders is enclosed but is not part of the
proxy solicitation materials.
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PROXY
VOTING
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It
is important that your shares be represented regardless of the number you
own. You are urged to complete, sign, date and return the
enclosed proxy form promptly in the envelope provided. If
you attend the Annual 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.
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BY
ORDER OF THE BOARD OF DIRECTORS
Lettie R.
Moll
Vice President and
Secretary
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Metairie,
Louisiana
April
10, 2009
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TABLE
OF CONTENTS
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Page
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About
the Annual Meeting of Stockholders
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1
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Information
with Respect to Nominees for Director, Continuing Directors
and
Executive
Officers
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3
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Election of Directors (Proposal
One)
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3
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Directors Whose Terms Are
Continuing
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4
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Executive Officers Who Are Not Also
Directors
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5
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Committees and Meetings of the Board of
Directors
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5
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Director
Nominations
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7
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Director Compensation
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7
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Directors' Attendance at Annual
Meetings
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8
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Transactions With Certain Related
Persons
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8
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Executive
Compensation
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8
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Summary Compensation
Table
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8
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Employment
Agreement
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9
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Outstanding Equity Awards at Fiscal
Year-End
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9
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Beneficial
Ownership of Common Stock by Certain Beneficial Owners and
Management
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9
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Section 16(a) Beneficial Ownership Reporting
Compliance
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11
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Ratification
of Appointment of Independent Registered Public Accounting Firm (Proposal
Two)
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Audit
Fees
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12
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Report
of the Audit
Committee
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13
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Stockholder
Proposals, Nominations and Communications with the Board of
Directors
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Annual
Reports
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Other
Matters
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PROXY
STATEMENT
OF
GS
FINANCIAL CORP.
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ABOUT
THE ANNUAL MEETING OF STOCKHOLDERS
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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 Thursday, May 14, 2009 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 April 10, 2009.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to Be Held on May 14, 2009.
This proxy statement and our 2008
Annual Report are available on our website at www.gsfinancialcorp.com under
"Investor Relations."
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 17, 2009, are entitled to vote at the meeting. On the record date, we had
1,276,141 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. A valid picture
identification and, unless you are a record holder, proof of stock ownership as
of the record date must be presented in order to attend the
meeting. If you hold GS Financial Corp. stock through a broker, bank,
trust, or other nominee, i.e. in "street name", you must bring a copy of a
statement reflecting your stock ownership as of the record date and a valid
legal proxy. 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. You can obtain directions to attend the meeting
at
www.gsfinancialcorp.com
under "Investor Relations."
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.
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First,
you may complete and submit a new proxy form. Any earlier
proxies will be revoked
automatically.
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Second,
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.
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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.
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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
2009.
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 cast is required for approval of the proposal to ratify the
appointment of LaPorte Sehrt Romig & Hand for 2009. Abstentions
are considered in determining the presence of a quorum, but will not affect the
plurality vote required for the election of directors or the vote to ratify
LaPorte Sehrt Romig & Hand as our independent registered public accounting
firm. 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.
On April 3,
2009, GS Financial Corp. and Guaranty Savings Bank entered into a Shareholder
Agreement with Philip J. Timyan, Riggs Qualified Partners, LLC, FJ Capital
Long/Short Equity Fund LLC and Martin S. Friedman (collectively, the
"Shareholders"). Under the terms of the Shareholder Agreement, the
Shareholders agreed to not vote the shares of common stock of GS Financial Corp.
they beneficially own for any nominee or nominees for election to the Board of
Directors other than those nominated or supported by the Board of Directors or
oppose, or make any statement in opposition to, any proposal or director
nomination submitted by GS Financial Corp.'s Board of
Directors.
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INFORMATION
WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
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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 size of the Board of
directors currently has been set at seven members. With the
resignation of Mr. Donald C. Scott as a director in January 2008, there was only
one remaining director in the class of directors with a term expiring in
2010. In accordance with our Articles of Incorporation, the Board of
Directors realigned the classes. Mr. Zahn, who previously served in
the class of directors whose term will expire at this Annual Meeting, was
appointed to the class of directors whose term expires in 2010. In
accordance with the terms of the Shareholder Agreement described above, we
appointed Mr. Friedman to the class of directors with a term expiring in 2011.
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 2012, 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 17, 2009. 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 2012
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Principal
Occupation During the Past Five Years
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Edward
J. Bourgeois
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52
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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. 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.
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2004
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Stephen
L. Cory
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59
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Mr.
Cory is an insurance agent and President of Cory, Tucker & Larrowe,
Inc. in Metairie, Louisiana.
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1995
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The
Board of Directors recommends that you vote
FOR
election of the nominees for Director.
Directors
Whose Terms Are Continuing
Directors Whose Term Expires in
2010
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Principal
Occupation During the Past Five Years
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Hayden
W. Wren, III
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60
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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.
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2003
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Albert
J. Zahn, Jr.
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57
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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.
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1992
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Directors Whose Term Expires in
2011
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Principal
Occupation During the Past Five Years
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Bradford
A. Glazer
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53
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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.
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1991
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Name
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Age
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Principal
Occupation During the Past Five Years
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Director
Since
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Bruce
A. Scott
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56
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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. He has been a
director since 1982.
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1982
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Martin
S. Friedman
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40
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Mr.
Friedman has served as Chief Executive Officer and portfolio manager of FJ
Capital Management, a fund management company focused on financial
institutions, Arlington, Virginia since 2008. Previously, Mr.
Friedman served as Chief Executive Officer of Cheetah Asset Management, a
financial company focused on multi-industry investments from 2007 to 2008,
and prior thereto, as Director of Research, Managing Director and senior
financial analyst, for Friedman, Billings, Ramsey Group,
Inc.
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2009
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Executive
Officers Who Are Not Also 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 17, 2009.
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Principal
Occupation During the Past Five Years
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Stephen
E. Wessel
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46
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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.
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Lettie
R. Moll
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55
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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.
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Stephen
F. Theriot
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35
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Mr.
Theriot has served as Senior Vice President and Chief Financial Officer of
GS Financial and Guaranty Savings since December 2008. Prior
thereto, Mr. Theriot served as the Vice President and Chief Operating
Officer of Guaranty Savings Bank since February 2007 and assumed the
additional duties of principal financial officer of GS Financial and
Guaranty Savings Bank in September 2008. Mr. Theriot previously
served as Controller of Mutual Savings and Loan Association, in Metairie,
Louisiana. Prior thereto, Mr. Theriot served as a Senior
Auditor in the Audit and Assurance Business Services Department of Ernst
& Young LLP.
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Committees
and Meetings of the Board of Directors
During the fiscal
year ended December 31, 2008, 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 Compensation Committee reviews the compensation
of our executive officers and met eleven times in 2008. 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 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 six times in fiscal 2008. 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 Nominating and Corporate
Governance Committee met once during fiscal 2008 with respect to the 2008 Annual
Meeting. 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.
Membership on Certain
Board Committees.
The Board of Directors of GS Financial has
established an Audit Committee, Compensation Committee and Nominating
and
Corporate Governance Committee. The following table sets forth the
membership of such committees as of the date of this proxy
statement.
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Directors
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Nominating
and Corporate
Governance
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Compensation
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Audit
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Edward J.
Bourgeois
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*
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*
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Martin S.
Friedman
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*
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*
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Bradford A.
Glazer
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*
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*
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Hayden W. Wren
III
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**
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*
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*
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Albert J.
Zahn, Jr.
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**
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**
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___________________
* Member
** Chair
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. The Chairman of the Board
receives $1,200 per Board meeting and the annual budget planning
session. Messrs. Scott and Wessel do 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, 2008.
|
|
|
|
Fees
Earned or
Paid
in Cash
|
|
Stock
|
|
All
Other
|
|
|
|
|
Edward
J. Bourgeois
|
|
$18,150
|
|
$ 3,147(2)
|
|
$ 142
|
|
$ 21,439
|
|
|
Stephen
L
Cory.
|
|
11,900
|
|
--
|
|
--
|
|
11,900
|
|
|
Martin
S. Friedman
(4)
|
|
--
|
|
--
|
|
--
|
|
--
|
|
|
Bradford
A.
Glazer
|
|
13,300
|
|
--
|
|
--
|
|
13,300
|
|
|
Hayden
W. Wren III
|
|
18,150
|
|
4,635(2)
|
|
377
|
|
23,162
|
|
|
Albert
J. Zahn,
Jr.
|
|
23,050
|
|
--
|
|
--
|
|
23,050
|
|
|
(1)
|
Reflects
expense recognized in accordance with Statement of Financial Accounting
Standards No. 123(R) related to grants of restricted stock awards to
Messrs. Bourgeois and Wren under the 1997 Recognition and Retention
Plan. 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.
|
|
|
(2)
|
As
of December 31, 2008, Messrs. Bourgeois and Wren held 1,421 and 1,413
unvested stock awards, respectively, under our 1997 Recognition and
Retention Plan.
|
|
|
(3)
|
Consists
of dividends and interest thereon paid on shares awarded pursuant to the
1997 Recognition and Retention Plan that vested during
2008.
|
|
|
|
|
|
|
(4)
|
Appointed
to the Board in April 2009.
|
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 1997 Recognition and Retention Plan and Trust
Agreement 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. The
Recognition Plan terminated by its terms on August 14, 2007; however, unvested
restricted stock awards made prior to termination are continuing to vest in
accordance with the terms of their award
agreements.
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. Three of our directors
attended the 2008 Annual Meeting of Stockholders held on April 22,
2008.
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 collectability or present other unfavorable
features. All such loans made to our directors and executive officers
met such criteria.
Summary
Compensation Table
The table below
summarizes the total compensation paid or earned by our President and Chief
Executive Officer and our other executive officer whose total compensation
exceeded $100,000 for the fiscal years ended December 31, 2008 and 2007, 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
|
|
2008
2007
|
|
$178,334
175,000
|
|
$15,254
15,000
|
|
$9,910
9,401
|
|
$27,802
29,618
|
|
$231,299
229,020
|
|
Bruce
A. Scott
Executive Vice
President
|
|
2008
2007
|
|
$145,350
141,647
|
|
4,634
4,380
|
|
--
34,032
|
|
6,330
20,596
|
|
156,314
200,656
|
|
Stephen
F. Theriot
Senior
Vice
President
and
Chief Financial
Officer
(since December
2008)
|
|
2008
|
|
99,833
|
|
5,271
|
|
--
|
|
4,101
|
|
109,205
|
______________________
|
(1)
|
Reflects
the amount expensed in accordance with Statement of Financial Accounting
Standards No. 123(R) during the fiscal year 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. Wessel, dividends and interest paid
on restricted stock awards that vested during 2008. Includes
for Mr. Wessel an automobile allowance of $10,000 and an allowance for
country club dues of $10,000.
|
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 and was further amended by letter dated
November 20, 2008 in order to comply with final regulations of the Internal
Revenue Service under Section 409A of the Internal Revenue Code. 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 on or
before December 31, 2009, 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.
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, 2008 to our named executive officers. The table below sets forth
the outstanding equity awards at December 31, 2008.
|
|
|
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
|
|
4,500(1)
|
|
$56,250
|
|
Bruce
A. Scott
|
|
--
|
|
--
|
|
Stephen
F. Theriot
|
|
--
|
|
--
|
______________________
|
(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 $12.50 per share on
December 31, 2008.
|
|
BENEFICIAL
OWNERSHIP OF COMMON STOCK
BY
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
The following table
sets forth, as of March 17, 2009, 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.
Name
of Beneficial Owner(s)
|
|
Common
Stock Beneficially Owned
as
of March 17, 2009(1)
|
|
|
|
|
|
|
Guaranty
Savings Bank 401(k) Plan
3798 Veterans Memorial
Boulevard
Metairie, Louisiana 70002
|
|
131,054(2)
|
|
10.3%
|
|
|
|
|
|
|
|
Martin
S. Friedman and FJ Capital Management
2107 Wilson Boulevard
Arlington, Virginia
22201
|
|
73,152(3)
|
|
5.7
|
|
|
|
|
|
|
|
Donald
C.
Scott
8601 Carriage Road
River Ridge, Louisiana
70123
|
|
66,869(3)
|
|
5.2
|
|
|
|
(Footnotes begin on following
page)
|
|
|
|
|
|
|
|
Philip
J. Timyan, Riggs Qualified Partners, LLC and RAM T, L.P.
4324 Central Avenue
Western Springs, Illinois
60558
|
|
125,071(3)
|
|
9.8
|
|
|
|
|
|
|
|
Stilwell
Associates, L.P., Stilwell Value Partners II, L.P.,
Stilwell Value LLC and Joseph
Stilwell
26 Broadway
Street, 23rd Floor
New York, New
York 10004
|
|
66,545(4)
|
|
5.2
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
Edward J.
Bourgeois
|
|
6,406(5)
|
|
*
|
|
Stephen L.
Cory
|
|
14,803
|
|
1.2
|
|
Martin S. Friedman
|
|
73,152(3)
|
|
5.7
|
|
Bradford A.
Glazer
|
|
21,842(6)
|
|
1.7
|
|
Bruce A.
Scott
|
|
97,839(2)(7)
|
|
7.7
|
|
Hayden W. Wren,
III
|
|
7,042
|
|
*
|
|
Albert J. Zahn,
Jr.
|
|
25,481(8)
|
|
2.0
|
|
|
|
|
|
|
|
Named
Executive Officers:
|
|
|
|
|
|
Stephen E.
Wessel
|
|
2,089(9)
|
|
*
|
|
Stephen F.
Theriot
|
|
179(10)
|
|
*
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (9 persons)
|
|
267,162(2)(11)
|
|
20.9%
|
___________________
* 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
17, 2009, the 131,054 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 17, 2009, 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.
|
|
(3)
|
Based
on information obtained from a Schedule 13D filed by Donald C. Scott,
Philip J. Timyan, Riggs Qualified Partners, LLC ("RQP LLC"), Martin S.
Friedman and FJ Capital Long/Short Equity Fund LLC ("FJ Capital
LLC") with the SEC on February 23, 2009 (together, the "13D Group"), as
subsequently amended. Mr. Scott reports sole voting and
dispositive power with respect to 66,169 shares of common stock, which
includes 48,315 shares of common stock which are held in his individual
retirement account. Mr. Scott has shared voting and dispositive
power with respect to 700 shares of common stock deemed beneficially owned
by his spouse. Mr. Scott's address is 8601 Carriage Road, River
Ridge, Louisiana 70123. RQP LLC reports sole voting and dispositive
power with respect to 102,221 shares of common stock it owns, which power
is exercisable by Mr. Timyan as managing member of RQP LLC. Mr.
Timyan has sole voting and dispositive power with respect to the 5,000
shares of common stock which he holds directly. Mr. Timyan
shares the power to dispose of the shares of common stock held by RAM T,
L.P. ("RAM"), with RAM and its general partner, RTL Partners
Ltd. Mr. Timyan has no voting power over the shares of common
stock held by RAM. The address of Mr. Timyan and Riggs Qualified
Partners LLC is 4324 Central Avenue, Western Springs, Illinois 60558.
The principal business address of RAM and RTL Partners Ltd. is c/o
Caledonian Bank and Trust Limited, Caledonian House, P.O. Box 1043GT, 69
Dr. Roy's Drive, George Town, Grand Cayman Islands, British West
Indies. Mr. Friedman has sole voting and dispositive power with
respect to the 21,452 shares of common stock that he holds
directly. Mr. Friedman shares the power to vote and dispose of
the 51,700 shares of common stock held by FJ Capital LLC. The address of
Mr. Friedman and FJ Capital Management is 2107 Wilson Boulevard,
Arlington, Virginia 22301.
|
(Footnotes continue on following
page)
|
|
Subsequent
to the voting record date, Messrs. Timyan and Friedman, RQP LLC and FJ
Capital LLC entered into the Shareholder Agreement and Mr. Donald Scott
entered into a side letter pursuant to which the 13D Group withdrew their
nominees to the Board of Directors and agreed to amend their Schedule 13D
to reflect such withdrawal.
|
|
(4)
|
Based
on information contained in a Schedule 13G filed on January 15,
2009. The individual and entities share the voting and
dispositive power with respect to all of the 66,545 shares they
own.
|
|
(5)
|
Includes
1,349 shares of common stock held in Mr. Bourgeois's individual retirement
account and 1,102 shares held by Mr. Bourgeois as custodian under the
Uniform Gifts to Minors Act for his
daughter.
|
(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, and 15,000 shares
owned directly by Mr. Scott's spouse. Mr. Scott disclaims
beneficial ownership as to the shares held in such trust and by his
spouse. Also includes 12,000 shares held in Mr. Scott's
individual retirement account and 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. 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
889 shares held in the Guaranty Savings Bank 401(k) Plan, which the
Trustees will vote in accordance with Mr. Wessel's
instructions.
|
|
(10)
|
The
179 shares are held in the Guaranty Savings Bank 401(k) Plan, which the
Trustees will vote in accordance with Mr. Theriot's
instructions.
|
|
(11)
|
Includes
an aggregate of 53,830 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 10.3% and the 13D Group which collectively
owns 20.8%.
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 2008, our officers and directors complied in all respects with the
reporting requirements promulgated under Section 16(a) other than Mr. Zahn, who
was late reporting one transaction on Form 4, which has since been
filed.
|
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, 2009, 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 2008 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,
2009.
Audit
Fees
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.
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 2008 and 2007, 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 2008 and
2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees(1)
|
|
$
|
61,215
|
|
|
$
|
49,934
|
|
|
Audit-related
fees
|
|
|
4,751
|
|
|
|
--
|
|
|
Tax
fees (2)
|
|
|
5,500
|
|
|
|
8,000
|
|
|
All
other fees
|
|
|
--
|
|
|
|
--
|
|
|
Total
|
|
$
|
71,466
|
|
|
$
|
57,934
|
|
|
(1)
|
|
Audit
fees consist of fees incurred in connection with the audit of our annual
financial statements and the review of the interim financial statements
included in our quarterly reports filed with the Securities and Exchange
Commission.
|
|
|
|
Tax
fees consist primarily of fees paid in connection with preparing federal
and state income tax returns and other tax related
services.
|
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.
|
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, 2008, for filing with the Securities and Exchange
Commission.
Members of the Audit
Committee
(1)
Edward J. Bourgeois, CPA
Hayden W.
Wren, III, CPA
Albert J. Zahn, Jr., CPA
________________
|
(1)
|
Mr.
Friedman was appointed to the Audit Committee in April 2009, after the
filing of GS Financial’s Form 10-K and did not participate in this
review.
|
|
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 expected to be held in April, 2010, 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 December 11, 2009. 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
expected to be held in April 2010, 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 March 15,
2010. 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 expected to be held in April 2010, 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 March 15, 2010. Such stockholder's notice must comply
with the requirements of Article 6.F.
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, 2008 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 2008 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 MAY 14, 2009 AND AT ANY
ADJOURNMENT THEREOF.
The undersigned
hereby appoints Bruce A. Scott 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. held of record by
the undersigned on March 17, 2009 at the Annual Meeting of Stockholders to be
held at GS Financial Corp.'s corporate headquarters located at 3798 Veterans
Memorial Boulevard, Metairie, Louisiana 70002, on Thursday, May 14, 2009, 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 2012:
Stephen
L. Cory and Edward J. Bourgeois
Instruction:
To withhold authority to vote for any individual nominee, mark "Withhold"
and write that nominee's name in the space provided below.
________________________________________________
|
2.
|
PROPOSAL
TO RATIFY THE APPOINTMENT of LaPorte, Sehrt, Romig & Hand as GS
Financial Corp.'s independent registered public accounting firm for the
year ending December 31, 2009.
|
FOR [
]
AGAINST [
]
ABSTAIN [
]
|
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 >>
[ ]
The Board of Directors
recommends that you vote "FOR" the nominees listed above and "FOR" the
ratification of LaPorte, Sehrt, Romig & Hand.
|
Please
be sure to date and sign this
proxy
card in the box below.
|
Date
|
|
|
Sign
above
|
|
Co-holder
(if any) sign above
|
|
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
▲ Detach
above card, sign, date and mail in postage paid envelope
provided.
▲
GS FINANCIAL CORP.
___________________________________________________________________________________________________
The shares of
GS Financial Corp.'s common stock will be voted as specified. If not
otherwise specified, this proxy will be voted FOR the nominees to the Board of
Directors and FOR the ratification of GS Financial Corp.'s independent
registered public accounting firm, and otherwise at the discretion of the
proxies. You may revoke your proxy at any time prior to the time it
is voted at the Annual Meeting. This proxy cannot be voted for any
person who is not a nominee of the Board of Directors of GS Financial
Corp.
The above
signed hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders of GS Financial Corp. and the accompanying Proxy Statement and
Annual Report for the year ended December 31, 2008, prior to the signing of this
proxy.
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
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY TODAY
__________________________________________________________________________________________________________________
|
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to Be Held
on
May 14, 2009.
|
|
The
proxy statement and our 2008 Annual Report are available on our website at
www.gsfinancialcorp.com under "Investor Relations." The same
website address also contains information on how to obtain directions to
attend the annual meeting.
|
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 CARD
GS
FINANCIAL CORP.
[X] PLEASE MARK
VOTES
AS IN THIS
EXAMPLE
THIS VOTING
INSTRUCTION CARD 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 MAY
14, 2009 AND AT ANY ADJOURNMENT THEREOF.
|
1.
|
ELECTION
OF DIRECTORS FOR THREE-YEAR TERM (except as marked to the contrary
below)
|
FOR [
] WITHHOLD
[ ]
Nominees for three-year
term expiring in 2012:
Stephen
L. Cory and Edward J. Bourgeois
Instruction:
To withhold authority to vote for any
individual
nominee, mark "Withhold" and write that nominee's name in the space
provided below.
________________________________________________
|
2.
|
PROPOSAL
TO RATIFY THE APPOINTMENT of LaPorte, Sehrt, Romig & Hand as GS
Financial Corp.'s independent registered public accounting firm for the
year ending December 31, 2009.
|
FOR [
] AGAINST [
] ABSTAIN
[ ]
|
3.
|
In
their discretion, the trustees are authorized to vote upon such other
business as may properly come before the
meeting.
|
The undersigned hereby
authorizes the trustees of the 401(k) Plan to vote the shares allocated to the
undersigned's account as provided herein. Shares of GS Financial
Corp. held in the 401(k) Plan allocated to your account will generally not be
voted unless the voting instruction card is returned. With respect to
any other matter that properly comes before the meeting, the trustees are
authorized to vote the shares in their discretion.
|
Please
be sure to date and sign this card
in
the
box below.
|
Date
|
|
|
Sign
above
|
|
|
|
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
▲ Detach
above card, sign, date and mail in postage paid envelope
provided.
▲
GS
FINANCIAL CORP.
___________________________________________________________________________________________________________________
The Board of
Directors recommends that you vote "FOR" the nominees listed above and "FOR" the
ratification of LaPorte, Sehrt, Romig & Hand.
The shares of
GS Financial Corp.'s common stock will be voted as specified. If not
otherwise specified, this voting instruction card will be voted FOR the nominees
to the Board of Directors and FOR the ratification of GS Financial Corp.'s
independent registered public accounting firm, and otherwise at the discretion
of the trustees. You may revoke your instructions at any time prior
to May 7, 2009. This voting instruction card cannot be voted for any
person who is not a nominee of the Board of Directors of GS Financial
Corp.
The above
signed hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders of GS Financial Corp. and the accompanying Proxy Statement and
Annual Report for the year ended December 31, 2008, prior to the signing of this
voting instruction card.
Please sign this card
exactly as your name appears on this card.
PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR VOTING INSTRUCTION CARD TODAY
___________________________________________________________________________________________________________________
|
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to Be Held on
May
14, 2009.
|
|
The
proxy statement and our 2008 Annual Report are available on our website at
www.gsfinancialcorp.com under "Investor Relations." The same
website address also contains information on how to obtain directions to
attend the annual meeting.
|
IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE VOTING INSTRUCTION CARD IN THE ENVELOPE
PROVIDED.
___________________________________________________
___________________________________________________
__________________________________________________
April
10, 2009
To: Participants
in Guaranty Savings Bank's 401(k) Plan
Re: Instructions
for Voting Shares of GS Financial Corp.
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 to be held on May
14, 2009. 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
Card, which will permit you to direct the Trustees of the 401(k) Plan 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 Card in
the envelope provided.
In order to be
effective, your Voting Instruction Card must be received by Registrar and
Transfer Company no later than May 7, 2009.
Registrar and
Transfer Company will tabulate the votes for the purpose of having those shares
voted by the Trustees.
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. 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 Card relates only to those shares which have been
allocated to your account under the 401(k) Plan. If you also own
shares of GS Financial Corp. outside of the 401(k) Plan, you should receive
other voting material for those shares owned by you
individually.
Sincerely,
Stephen
E. Wessel
President and Chief Executive
Officer
GS Financial Corp. (MM) (NASDAQ:GSLA)
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