VOTING AGREEMENT
Exhibit 1
VOTING AGREEMENT (this “Agreement”), dated as of September 29, 2011 , is between Xxxxx X.
Xxxxxxx (“Xxxxxxx”), and the stockholders of NASB Financial, Inc., a Missouri corporation (the
“Company”) set forth on the signature page hereof (the “Stockholders,” and each, a “Stockholder”).
WHEREAS, as of the date hereof, each Stockholder owns of record or beneficially the number of
shares of common stock, par value $0.15 per share of the Company (“Common Stock”) set forth below
such Stockholder’s name on the signature page hereof; and
WHEREAS, the Stockholders desires to formalize their understandings and arrangements whereby
they will vote their shares of Common Stock as directed by Xxxxxxx during the term of this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
1. Voting Agreement. Each Stockholder hereby agrees that, with respect to each
meeting of the stockholders of the Company or any action to be taken by written consent, the
Stockholder shall vote (or cause to be voted) the shares of Common Stock held of record or
beneficially by Stockholder (or, as applicable, shall execute or cause to be executed written
consents with respect to such shares) in the manner directed by Xxxxxxx with respect to all matters
for which the vote or approval of the stockholders of the Company are sought.
2. Term and Termination. This Agreement shall commence on the date hereof and
continue for a period of ten (10) years; provided that either party hereto may terminate this
Agreement by providing thirty (30) days prior written notice of termination to the other party.
3. Transfers of Common Stock. Nothing in this Agreement shall restrict in any way the
right of any Stockholder to transfer any of its shares of Common Stock. Prior to such transfer,
Stockholder shall provide the Company with notice of the intended transfer and the number of shares
of Common Stock intended to be transferred. Shares transferred in accordance with this Section 3
to a party who is not a Stockholder shall not thereafter be subject to this Agreement.
4. Miscellaneous. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Missouri, without giving effect to the principles of conflicts of
law thereof. This Agreement constitutes the entire agreement between Xxxxxxx and the Stockholders
with respect to the subject matter hereof and supersedes all prior agreements, understandings and
arrangements, both written and oral, with respect to the subject matter hereof. All notices and
other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly received if so given) by hand delivery, facsimile transmission, mail (registered or
certified mail, postage prepaid, return receipt requested), or courier service providing proof of
delivery, to the address for the recipient set forth below the recipient’s name on the signature
page hereof.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
first written above.
/s/ Xxxxx X. Xxxxxxx | ||||
Xxxxx X. Xxxxxxx | ||||
00000 Xxxxx 00 Xxxxxxx Xxxxxxxxx, Xxxxxxxx 00000 |
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STOCKHOLDERS: Xxxxx X. Xxxxxxx |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Owner | |||
Address: |
5049 Wornall, Apt. 5EF Xxxxxx Xxxx, Xxxxxxxx 00000 |
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Number of Shares: 264,068 | ||||
Xxxxxx Xxxxxxxxx Xxxxxxx, Trustee of the Xxxxx X. Xxxxxxx GST Trust for Xxxxxx Xxxxxxxxx Xxxxxxx u/t/a dated September 8, 2009 |
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By: | /s/ Xxxxxx Xxxxxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx Xxxxxxx | |||
Title: | Trustee | |||
Address: | 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxxx, Xxxxxx 00000 |
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Number of Shares: 238,510 | ||||
Xxxxxxx Xxxxxxx Xxxxxxxxx, Trustee of the Xxxxx X. Xxxxxxx GST for Xxxxxxx Xxxxxxx Xxxxxxxxx u/t/a dated September 8, 2009 |
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By: | /s/ Xxxxxxx Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx Xxxxxxxxx | |||
Title: | Trustee | |||
Address: | 00 Xxxxxxxxx Xxx Xxxxxxxx, Xxxxxxx 00000 |
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Number of Shares: 238,510 | ||||
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Xxxxxxx Xxxxx Xxxxxxx, Trustee of the Xxxxx X. Xxxxxxx GST for Xxxxxxx Xxxxx Xxxxxxx u/t/a dated September 8, 2009 |
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By: | /s/ Xxxxxxx Xxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxx Xxxxxxx | |||
Title: | Trustee | |||
Address: | 000 Xxxxxxxxx Xxxxxx, Xxx. 0X Xxx Xxxx, Xxx Xxxx 00000 |
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Number of Shares: 238,510 | ||||
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