Pulaski Financial (PULB) DEF 14A Definitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Pulaski Financial Corp.

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December 31, 2008

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Pulaski Financial Corp. The meeting will be held at the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri on Thursday, February 5, 2009 at 2:00 p.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. During the meeting, we will also report on the operations of the Company. Directors and officers of the Company, as well as a representative of KPMG LLP, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote via the Internet, by telephone or by completing and mailing the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously voted.

We look forward to seeing you at the meeting.

Sincerely,

/s/    Gary W. Douglass

Gary W. Douglass

President and Chief Executive Officer

Pulaski Financial Corp.

12300 Olive Boulevard

St. Louis, Missouri 63141

(314) 878-2210

Notice of Annual Meeting of Stockholders

On Thursday, February 5, 2009, Pulaski Financial Corp. (the “Company”) will hold its annual meeting of stockholders at the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri. The meeting will begin at 2:00 p.m., local time. At the meeting, stockholders will consider and act on the following:

1. The election of three directors to serve for a term of three years;

2. The approval of the amendment of the Pulaski Financial Corp. 2006 Long-Term Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance by 500,000;

3. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2009; and

4. Such other business that may properly come before the meeting.

NOTE: The Board of Directors is not aware of any other business to come before the meeting.

Stockholders of record as of the close of business on December 10, 2008 are entitled to receive notice of and to vote at the meeting and any adjournment or postponement of the meeting.

Please vote via the Internet, by telephone or by completing and signing the enclosed form of proxy and mailing it promptly in the enclosed envelope. Your proxy will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/    Christine A. Munro

Christine A. Munro

Corporate Secretary

St. Louis, Missouri

December 31, 2008

IMPORTANT: The prompt return of proxies will save the Company the expense of further requests for proxies to ensure a quorum. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States.

PULASKI FINANCIAL CORP.

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Pulaski Financial Corp. (“Pulaski Financial” or the “Company”) to be used at the annual meeting of stockholders of the Company. The Company is the holding company for Pulaski Bank. The annual meeting will be held at the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri on Thursday, February 5, 2009 at 2:00 p.m., local time. This proxy statement and the enclosed proxy card are being first mailed to stockholders on or about December 31, 2008.

Voting And Proxy Procedure

Who Can Vote at the Meeting

You are entitled to vote your Pulaski Financial common stock if the records of the Company show that you held your shares as of the close of business on December 10, 2008. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or nominee. As the beneficial owner, you have the right to direct your broker on how to vote your shares. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing it on how to vote your shares.

As of the close of business on December 10, 2008, 10,217,459 shares of Pulaski Financial common stock were outstanding. Each share of common stock has one vote. The Company’s Articles of Incorporation provide that record owners of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to vote the shares held in excess of that 10% limit.

Attending the Meeting

If you are a stockholder as of the close of business on December 10, 2008, you may attend the meeting. However, if you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank, broker or other nominee are examples of proof of ownership. If you want to vote your shares of Pulaski Financial common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Vote Required

The annual meeting will be held if a majority of the outstanding shares of common stock entitled to vote, constituting a quorum, is represented at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

In voting on the election of directors, you may vote in favor of all nominees, withhold votes as to all nominees or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by an affirmative vote of a majority of the shares present in person or by proxy at the annual meeting. Votes that are withheld will have the same effect as a negative vote, while broker non-votes will have no effect on the outcome of the election.

In voting to approve the amendment to the 2006 Long-Term Incentive Plan and to ratify the appointment of KPMG LLP as the independent registered public accounting firm, you may vote in favor of the proposal, against the proposal or abstain from voting. To be approved, these matters require the affirmative vote of a majority of the votes present in person or by proxy at the annual meeting. Abstentions will have the same effect as a negative vote, while broker non-votes will have no effect on the voting.

Voting by Proxy

This proxy statement is being sent to you by the Board of Directors of Pulaski Financial to request that you allow your shares of Pulaski Financial common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Pulaski Financial common stock represented at the meeting by properly executed, dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.The Board of Directors recommends that you vote “FOR” each of the nominees for director, “FOR” adoption of the amendment to the 2006 Long-Term Incentive Plan and “FOR” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

If any matter not described in this proxy statement is properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your Pulaski Financial common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the meeting, regardless of whether you submitted your original proxy by mail, the Internet or telephone. To revoke your proxy, you must either advise the Secretary of the Company in writing before your Pulaski Financial common stock has been voted at the annual meeting, deliver a later dated proxy or attend the meeting and vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.

If your Pulaski Financial common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominee, you must contact your broker, bank or other nominee.

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of Company common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet or telephone voting are set forth on the enclosed proxy card.The deadline for voting by telephone or via the Internet is 3:00 a.m., Eastern time, on February 5, 2009.

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Participants in Pulaski Bank’s KSOP Plan

If you hold Pulaski Financial common stock through the Pulaski Bank Savings and Ownership Plan (the “KSOP”), you will receive a voting instruction card to reflect all of the shares that you may direct the trustee to vote on your behalf under the plan. Under the terms of the KSOP, all shares held by the KSOP are voted by the KSOP trustee, but each participant in the KSOP may direct the trustee how to vote the shares of Company common stock allocated to his or her account. Allocated shares for which no timely voting instructions are received will be voted by the KSOP trustee in the same proportion as shares for which the trustee has received voting instructions, subject to the exercise of its fiduciary duties.The deadline for returning your voting instructions to the plan’s trustee is January 26, 2009.

Corporate Governance

Meetings and Committees of the Board of Directors

During the year ended September 30, 2008, the Board of Directors of the Company met nine times. No director attended fewer than 75% of the total meetings of the Board of Directors and committees on which such director served.

The Company has standing Audit, Compensation and Nominating and Corporate Governance Committees. The following table identifies our standing committees and their members as of December 10, 2008. All members of each committee are independent in accordance with the listing standards of The NASDAQ Stock Market. Each of the committees operates under a written charter that governs its composition, responsibilities and operations. Each of the charters for the committees listed above is available in the Corporate Governance portion of the Shareholder Information section of the Company’s web site (www.pulaskibankstl.com).

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Stanley J. Bradshaw
William M. Corrigan, Jr.		X*
William A. Donius
Gary W. Douglass
Leon A. Felman	X	X	X
Michael R. Hogan	X*
Timothy K. Reeves	X	X	X*
Steven C. Roberts	X
Lee S. Wielansky		X	X
Number of Meetings in 2008	11	7	5

* Chairperson

Audit Committee. The Audit Committee is responsible for providing oversight of Pulaski Financial’s financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board. The Audit Committee selects the independent registered public accounting firm and meets with them to discuss the results of the annual audit and any related matters. The Board of Directors has determined that Mr. Hogan is an “audit committee financial expert.” Mr. Hogan is independent under the listing standards of The NASDAQ Stock Market.

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Compensation Committee. The Compensation Committee is responsible for human resources policies, salaries and benefits, incentive compensation, executive development and management succession planning. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors. See“Compensation Discussion and Analysis” for more information regarding the role of the Compensation Committee, management and compensation consultants in determining and/or recommending the amount or form of executive compensation.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members, recommending a group of nominees for election as directors at each annual meeting of stockholders and ensuring that the Board and its committees have the benefit of qualified and experienced independent directors. The Committee is also charged with developing a set of corporate governance polices and procedures.

Independent Directors

The Company’s Board of Directors currently consists of nine members. The Board of Directors has determined that all of the directors are independent under the current listing standards of The NASDAQ Stock Market, except for Mr. Donius, who is a former employee of Pulaski Financial and Pulaski Bank and Mr. Douglass, who is an employee of Pulaski Financial and Pulaski Bank. In assessing the independence of our directors, the Board of Directors considered the business relationships between the Company and our directors or their affiliated businesses, other than ordinary banking relationships. Where business relationships other than ordinary banking relationships existed, the Board determined that none of the relationships between the Company and their affiliated businesses impair the directors’ independence because the amounts involved are immaterial to the directors or to those businesses when compared to their annual income or gross revenues. The business relationships between the Company and our directors or the directors’ affiliated companies that were considered by the Board were: Mr. Corrigan’s position as a partner in the law firm of Armstrong Teasdale LLP, which provides legal services to Pulaski Bank; and Mr. Reeves’ position as President of Keenan Properties, Inc., a commercial brokerage and development firm, which acts as a buyer’s or seller’s agent for certain Pulaski Bank commercial real estate transactions and personal or business loans or lines of credit with Messrs. Corrigan and Roberts.

Policy and Procedures Governing Related Person Transactions

The Company maintains a Policy and Procedures Governing Related Person Transactions, which is a written policy and set of procedures for the review and approval or ratification of transactions involving related persons. Under the policy, related persons consist of directors, director nominees, executive officers, persons or entities known to the Company to be the beneficial owner of more than five percent of any outstanding class of the voting securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons.

Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:

• the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;

• the Company is, will, or may be expected to be a participant; and

• any related person has or will have a direct or indirect material interest.

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The policy excludes certain transactions, including:

• any compensation paid to an executive officer of the Company if the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation;

• any compensation paid to a director of the Company if the Board or an authorized committee of the Board approved such compensation; and

• any transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to the Company’s employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).

Related person transactions will be approved or ratified by the Audit Committee. In determining whether to approve or ratify a related person transaction, the Audit Committee will consider all relevant factors, including:

• whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;

• the size of the transaction and the amount of consideration payable to the related person;

• the nature of the interest of the related person;

• whether the transaction may involve a conflict of interest; and

• whether the transaction involves the provision of goods and services to the Company that are available from unaffiliated third parties.

A member of the Audit Committee who has an interest in the transaction will abstain from voting on approval of the transaction, but may, if so requested by the chair of the Audit Committee, participate in some or all of the discussion.

Attendance at the Annual Meeting

The Board of Directors encourages directors to attend the annual meeting of stockholders. All directors attended the 2008 annual meeting of stockholders.

Director Compensation

Cash Retainer and Meeting Fees for Non-Employee Directors.The following retainers and fees will be paid to our non-employee directors for their service on our Board of Directors during 2009:

Monthly retainer for board members	$	1,500
Monthly retainer for board chairman		2,500
Monthly retainer for board vice chairman		1,000
Fee for each board meeting attended		325
Fee for annual meeting attended		225
Fee for each audit committee meeting		425
Fee for each other committee meeting attended		225
Quarterly retainer for audit committee chairperson		1,250
Quarterly retainer for each other committee chairperson		250

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Each of the directors of Pulaski Financial also serves as a director of Pulaski Service Corporation, the wholly-owned subsidiary of Pulaski Bank. In this capacity, they receive $200 for each Pulaski Service Corporation meeting attended. No separate fees are paid for service on Pulaski Bank’s Board of Directors. Employee directors do not receive any retainers or fees for their services on the Boards of Directors.

The following table provides the compensation received by individuals who served as non-employee directors of the Company during the 2008 fiscal year.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		All Other Compensation			Total ($)
Stanley J. Bradshaw	$	39,508	$	14,875	$	—		$	54,383
William M. Corrigan, Jr.		27,517		15,113		—			42,630
William A. Donius		9,625		—		51,288	(2)		60,913
Leon A. Felman		40,525		14,645		—			55,170
Michael R. Hogan		33,200		16,532		—			49,732
Timothy K. Reeves		34,375		6,819		—			41,194
Steven C. Roberts		29,850		16,532		—			46,382
Lee S. Wielansky		46,900		17,347		—			64,247

(1) Reflects the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R), based upon a fair value of each option, in each case using the Black-Scholes option pricing model. The following table provides certain additional information concerning the option awards of our non-employee directors for fiscal 2008:

Name	Option Awards Outstanding at September 30, 2008	Option Awards Granted During Fiscal 2008	Grant Date Fair Value of Option Awards Granted During Fiscal 2008
Stanley J. Bradshaw	34,000	32,900	$	94,715
William M. Corrigan, Jr.	10,401	2,900		6,815
William A. Donius	72,900	—		—
Leon A. Felman	7,500	2,900		6,815
Michael R. Hogan	14,400	2,900		6,815
Timothy K. Reeves	39,314	2,900		6,815
Steven C. Roberts	11,500	2,900		6,815
Lee S. Wielansky	21,400	7,900		21,465

(2) Includes a $41,667 consulting fee, $3,814 for medical, dental and life insurance premiums, $2,975 in country club dues, $2,072 for car insurance and $760 for long-term disability coverage.

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Code of Business Conduct

The Company has adopted a Code of Business Conduct that is designed to ensure that the Company’s directors, executive officers and employees meet the highest standards of ethical conduct. The Code of Business Conduct requires that the Company’s directors, executive officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Code of Business Conduct, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Business Conduct.

As a mechanism to encourage compliance with the Code of Business Conduct, the Company has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters. These procedures ensure that individuals may submit concerns regarding questionable accounting or auditing matters in a confidential and anonymous manner. The Code of Business Conduct also prohibits the Company from retaliating against any director, executive officer or employee who reports actual or apparent violations of the Code of Business Conduct.

Stock Ownership

The following table provides information as of December 18, 2008 with respect to persons known to the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investing power.

Name and Address	Number of Shares Owned		Percent of Common Stock Outstanding
Leon A. Felman 25 West Brentmoor Park Clayton, Missouri 63105	793,469	(1)	7.76	%
Pulaski Bank Savings and Ownership Plan 12300 Olive Boulevard St. Louis, Missouri 63141	693,770	(2)	6.79
William A. Donius 1111 Lay Road St. Louis, Missouri 63124	527,708	(1)	5.13

(1) See table on following page for additional information regarding Messrs. Donius’ and Felman’s beneficial ownership of Company common stock.

(2) All shares have been allocated to participants’ accounts. Under the terms of the KSOP, the KSOP trustee will vote allocated shares for which no voting instructions are received in the same proportion as shares for which the KSOP trustee has received voting instructions from participants, subject to the exercise of its fiduciary duties.

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The following table provides information about the shares of Pulaski Financial common stock that may be considered to be owned by each director or nominee for director of the Company, by those officers of the Company named in the Summary Compensation Table on page 24 and by all directors, nominees for director and executive officers of the Company as a group as of December 18, 2008. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect to the shares shown.

Name	Number of Shares Owned (excluding options) (1)		Number of Shares That May be Acquired Within 60 Days by Exercising Options	Percent of Common Stock Outstanding (2)
Directors
Stanley J. Bradshaw	90,679		8,400	*
William M. Corrigan, Jr.	27,150		14,401	*
William A. Donius	450,808	(3)	76,900	5.13	%
Gary W. Douglass	8,613		—	*
Leon A. Felman	784,969	(4)	8,500	7.76
Michael R. Hogan	23,000		12,400	*
Timothy K. Reeves	10,489	(5)	43,314	*
Steven C. Roberts	48,511		9,500	*
Lee S. Wielansky	44,000		17,400	*
Named Executive Officers Who are Not Directors
Brian J. Björkman	61,817	(6)	43,000	1.02
Ramsey K. Hamadi	56,297	(7)	26,549	*
Matthew A. Locke	57,684	(8)	17,125	*
W. Thomas Reeves	24,000	(9)	19,000	*
All Directors, Nominees and Executive Officers as a group (14 persons)	1,688,052		300,389	18.91

* Less than 1% of the shares outstanding

(1) Includes shares allocated to the account of the individuals under the Pulaski Bank Savings and Ownership Plan, with respect to which each individual has voting but not investment power as follows: Mr. Björkman—2,599 shares; Mr. Hamadi—11,397 shares; and Mr. Locke—13,379 shares.

(2) Based on 10,217,459 shares of Company common stock outstanding and entitled to vote as of December 18, 2008, plus, for each person, the number of shares that such person may acquire within 60 days by exercising stock options.

(3) Includes 7,500 shares held jointly with Mr. Donius’ mother and 337,000 shares pledged as security.

(4) Includes 35,664 shares held by Mr. Felman’s spouse’s individual retirement account and 2,450 shares held by Mr. Felman’s daughter’s individual retirement account.

(5) Includes 147 shares held in a custodian account for each of Mr. Reeves’ two daughters under which Mr. Reeves’ spouse has voting and investment power.

(6) Includes 367 shares of unvested shares of restricted stock held in trust with respect to which Mr. Björkman has voting but not investment power.

(7) Includes 66,773 shares pledged as security.

(8) Includes 43,805 shares pledged as security.

(9) Includes 15,000 shares pledged as security.

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Proposal 1 — Election of Directors

The Company’s Board of Directors consists of nine members. The Board is divided into three classes with three-year staggered terms, with one-third of the directors elected each year. Three directors will be elected at the annual meeting to serve for a three-year term or until their respective successors have been elected and qualified. The nominees for election are Michael R. Hogan, Timothy K. Reeves and Lee S. Wielansky.

It is intended that the proxies solicited by the Board of Directors will be voted to elect the nominees named above. If a nominee is unable to serve, the persons named in the proxy card would vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board. At this time, the Board of Directors knows of no reason why a nominee might be unable to serve.

The Board of Directors recommends a vote “FOR” the election of all of the nominees.

Information regarding the nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his current occupation for the last five years. The age indicated in each nominee’s biography is as of September 30, 2008. There are no family relationships among the directors or executive officers. The indicated period for service as a director includes service as a director of Pulaski Bank.

Nominees for Election of Directors

The following nominees are standing for election for terms ending in 2012:

Michael R. Hogan was the Chief Administrative Officer and Chief Financial Officer of Sigma-Aldrich Corporation, a chemical producer headquartered in St. Louis, Missouri, until his retirement in November 2008. Age 55. Director since 2006.

Timothy K. Reeves is the President and Owner of Keenan Properties, Inc., a commercial brokerage and development firm. Keenan Properties, Inc. develops industrial, office and commercial projects as well as provides real estate brokerage services to its clients in the St. Louis metropolitan area. Age 49. Director since 2002.

Lee S. Wielansky has served as Chairman and Chief Executive Officer of Midland Development Group, Inc., a commercial real estate development company, with locations in St. Louis, Missouri and Jacksonville, Florida, since March 2003. Before working with Midland, Mr. Wielansky served as President and Chief Executive Officer of JDN Development Company, Inc., a subsidiary of a real estate investment trust engaged in the development of retail shopping centers, from November 2000 until its acquisition in March 2003. Mr. Wielansky served as Chairman of the Board of Directors of the Company, from January 1, 2008 until May 1, 2008, when he became Vice Chairman of the Board of Directors. Mr. Wielansky is also a director of Acadia Realty (NYSE: AKR) and Isle of Capri Casinos, Inc. (Nasdaq: ISLE). Age 57. Director since 2005.

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Directors Continuing in Office

The following directors have terms ending in 2010:

Stanley J. Bradshaw is a founder, and serves as the Chairman of the Board, of Square 1 Financial, Inc. and Square 1 Bank, a nationwide venture capital bank. He also serves as the Chairman and Chief Executive Officer of The Roosevelt Group, LLC, an investment company specializing in bank stocks. Mr. Bradshaw is also a Principal with Bradshaw Capital Management, LLC, an asset management and advisory firm he founded in 1998. Mr. Bradshaw was appointed Chairman of the Board of Directors of the Company, effective May 1, 2008. Age 51. Director since 2006.

William M. Corrigan, Jr. is a partner in the law firm of Armstrong Teasdale LLP located in St. Louis, Missouri. He serves as outside counsel to a number of publicly traded and privately held businesses. Mr. Corrigan is a past president of The Missouri Bar and is listed in “Best Lawyers in America.” Age 49. Director since 2003.

Gary W. Douglass was named President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank on May 1, 2008. Before joining Pulaski, Mr. Douglass was Executive Vice President, Finance and Chief Financial Officer of CPI Corp. (NYSE: CPI), a leading portrait studio operator in North America, headquartered in St. Louis. Mr. Douglass previously held the position of Executive Vice President and Chief Financial Officer of Roosevelt Financial Group Inc., parent of Roosevelt Bank, before its merger with Mercantile Bancorporation, Inc. in 1997. Mr. Douglass is a certified public accountant and a former partner with Deloitte & Touche LLP, where he headed that firm’s accounting and auditing and financial institutions practice in St. Louis. Age 57. Director since 2008.

The following directors have terms ending in 2011:

William A. Donius is Chairman of the Board of Directors of the Bank. Mr. Donius joined Pulaski Bank in 1992 and served in various managerial roles, including Chief Executive Officer of the Company and the Bank, until his separation on May 1, 2008. Mr. Donius also served as Chairman of the Board of Directors of the Company from July 1997 until January 1, 2008, when the roles were separated. Before joining Pulaski Bank, Mr. Donius was employed by a public relations and business consulting firm in Los Angeles, California. Age 50. Director since 1997.

Leon A. Felman serves as trustee and investing authority of The Leon A. Felman Family Trust, which invests in the securities of banks, thrifts and real estate investment trusts. Mr. Felman is also a director of Dynex Capital, Inc. (NYSE: DX). Additionally, Mr. Felman serves as a member of the Chancellor’s Council for the University of Missouri-St. Louis and on the Board of Directors of the Barnes-Jewish Hospital Foundation. Mr. Felman has been a private investor in financial institutions since 1980. Age 73. Director since 2004.

Steven C. Roberts is the President of the Roberts Companies, which comprises over 70 companies in the fields of television and radio broadcasting, hotels, wireless communication towers and residential and commercial real estate development. Mr. Roberts has served on six public company boards and is active in 12 community and civic organizations. Age 56. Director since 2006.

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Item 2 — Approval of the Amendment to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan

Our 2006 Long-Term Incentive Plan was initially adopted by the Board in December 2005 and approved by our stockholders in January 2006. At the annual meeting, we will ask stockholders to approve an amendment to the 2006 Long-Term Incentive Plan to increase by 500,000 the number of shares of Pulaski Financial common stock that the Company may issue under the plan. We currently maintain: (1) the Pulaski Financial Corp. 2000 Stock-Based Incentive Plan; (2) the Pulaski Financial Corp. 2002 Stock Option Plan; and (3) the Pulaski Financial Corp. 2006 Long-Term Incentive Plan. As of November 30, 2008, we had the ability to grant approximately 43,977 additional awards under these plans. Accordingly, if the amendment to the 2006 Long-Term Incentive Plan is approved, Pulaski Financial Corp. will have an aggregate of approximately 543,977 shares available for the grant of stock options and stock awards. As of November 30, 2008, a total of approximately 929,983 options were outstanding (with a weighted average exercise price of $9.97 and a weighted average remaining term of 6.89 years) and a total of approximately 667 shares of restricted stock were outstanding.

The purpose of the amendment to the 2006 Long-Term Incentive Plan is to secure adequate shares to implement our current equity grant strategy for the foreseeable future. The Board believes that the number of shares proposed represents a reasonable amount of potential equity dilution and expense recognition while still allowing the Company to continue awarding equity incentives, which is an important part of our overall compensation program. We believe that incentives and stock-based awards focus employees on the dual objectives of creating stockholder value and promoting the Company’s success, and that equity compensation plans help to attract, retain and motivate valued employees and directors. The Board believes that an adequate number of shares under the 2006 Long-Term Incentive Plan will promote the interests of Pulaski Financial Corp. and its stockholders, allow it to compete effectively with other financial institutions and enable the Company to provide adequate incentives.

The Board approved the amendment to the 2006 Long-Term Incentive Plan based, in part, on its belief that the aggregate number of shares currently available for new award grants under our existing plans is insufficient to adequately provide for future incentives.

The Board of Directors recommends a vote “FOR” the approval of the amendment to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan.

Summary Description of the 2006 Long-Term Incentive Plan

The following is a summary of the material terms of the 2006 Long-Term Incentive Plan.

Type of Awards and Participants. The 2006 Long-Term Incentive Plan provides for the grant of non-statutory stock options and restricted stock awards to employees and non-employee directors of the Company and its affiliates and for the grant of incentive stock options to employees.

Available Shares of Common Stock.The shares authorized for issuance under the 2006 Long-Term Incentive Plan may come from either authorized but unissued shares or shares held in treasury.

Termination and Amendment of the Plan.The Board of Directors may, at any time and from time to time, terminate or amend the 2006 Long-Term Incentive Plan, but if an amendment to the 2006 Long-Term Incentive Plan would materially increase the number of shares of stock issuable under the 2006 Long-Term Incentive Plan, expand the types of awards provided under the 2006 Long-Term Incentive Plan, materially expand the class of participants eligible to participate in the 2006 Long-Term

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Incentive Plan, materially extend the term of the 2006 Long-Term Incentive Plan or otherwise constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. In addition, the Board of Directors may condition any amendment on the approval of the Company’s stockholders for any other reason. No termination or amendment of the 2006 Long-Term Incentive Plan may adversely affect any award previously granted under the 2006 Long-Term Incentive Plan without the written consent of the participant.

The Committee may amend or terminate outstanding awards; however, such amendments may require the consent of the participant and, unless approved by the Company’s stockholders or otherwise permitted by the anti-dilution provisions of the 2006 Long-Term Incentive Plan, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option my not be extended.

Administration of Plan and Grants of Stock Awards. The 2006 Long-Term Incentive Plan is administered by the Compensation Committee of the Board of Directors of the Company. The committee has the power to decide: (1) who will be granted restricted stock options or stock awards; (2) the number of shares underlying each stock option and the number of shares of restricted stock; (3) the date or dates when each award will vest in whole or in part and the terms and conditions of vesting; and (4) any other terms and conditions, so long as those other terms and conditions are not inconsistent with the 2006 Long-Term Incentive Plan. The committee’s determinations and interpretations of the 2006 Long-Term Incentive Plan and the stock options and restricted stock awards granted under the 2006 Long-Term Incentive Plan are final and binding upon all Long-Term Incentive Plan participants.

Stock Options. All stock options granted under the 2006 Long-Term Incentive Plan will be granted with an exercise price at least equal to 100% of the fair market value of the Company’s common stock on the date of grant. No stock option will have a term of longer than ten years from the date of grant. The 2006 Long-Term Incentive Plan does not permit the repricing of previously granted stock options or the cancellation and regrant of stock options without stockholder approval.

For further discussion of the administration of the plan and our stock award granting philosophy and practice, see“Compensation Discussion and Analysis.”

Restricted Stock Awards.Recipients of restricted stock awards are entitled to receive cash and stock dividends or other distributions (if any) on shares of Company common stock subject to their restricted stock. In addition, restricted stock award recipients may direct the voting of shares of restricted stock awarded to them.

Limitations on Awards. The maximum number of shares of common stock that may be covered by options (or other appreciation right awards) granted under the plan to any one person during any one calendar year is 100,000. The maximum fair market value (measured as of the grant date) of common stock that may be granted under the plan in the form of restricted stock (or other full-value) awards under the plan to any one person during any one calendar year is $1,000,000.

Acceleration Upon Certain Events. Unless otherwise provided in an award certificate, if a participant’s service terminates by reason of death, disability or retirement, all of such participant’s outstanding options and other awards in the nature of rights that may be exercised will become fully vested and exercisable and all time-based vesting restrictions on his or her outstanding awards will lapse. Any options accelerated upon a participant’s retirement will remain exercisable until the earlier of the original expiration date of the award or two years from the participant’s retirement date. In addition, the Committee has discretion to accelerate awards for any other reason. The Committee may discriminate among participants and among awards in exercising this discretion.

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Effect of a Change in Control. The 2006 Long-Term Incentive Plan provides that if a change in control (as defined in the 2006 Long-Term Incentive Plan) occurs, regardless of a participant’s termination of employment or service, all outstanding options will become and remain immediately exercisable for the full term of the options and all shares of restricted stock will become fully vested.

Transferability. The 2006 Long-Term Incentive Plan generally does not allow for the transfer of options, except if specified in a written will of an optionee or by the laws of descent and distribution. However, under limited circumstances, non-statutory stock options may be transferred for valid estate planning purposes if approved by the Committee. Restricted stock awards are transferable only by will or the laws of descent and distribution.

Certain Federal Income Tax Consequences. The following brief description of the tax consequences of stock option and restricted stock awards granted under the 2006 Long-Term Incentive Plan is based on federal income tax laws currently in effect and does not purport to be a complete description of such federal income tax consequences.

The grant of a non-statutory stock option is not a taxable event. However, upon the exercise of a non-statutory stock option, an optionee will recognize ordinary income equal to the difference between the option exercise price and the fair market value of the Company common stock on the date of exercise, multiplied by the number of shares purchased upon exercise of the option. The Company will receive a tax deduction equal to the ordinary income recognized by the optionee. Employees exercising non-statutory stock options are subject to federal, state and local (if any) tax withholding on the option income. Outside directors are not subject to tax withholding.

The grant of an incentive stock option is not a taxable event, nor is the exercise of an incentive stock option, if an optionee does not dispose of the common stock acquired upon exercise for a period of two years from the date of grant and one year following the date of exercise. If the optionee disposes of the shares before the expiration of the required holding periods, the optionee will have a disqualifying disposition and will recognize ordinary income equal to the difference between the option exercise price and the fair market value of the Company common stock on the date of exercise, multiplied by the number of shares purchased upon exercise of the option.In such a case, the Company will receive a tax deduction equal to the ordinary income recognized by the optionee. Currently the Internal Revenue Service does not require tax withholding on disqualifying dispositions.

When shares of restricted stock vest, the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction equal to the fair market value of the stock at such time, unless he or she makes an election under Section 83(b) of the Internal Revenue Code. A restricted stock award recipient who makes an election under Section 83(b) of the Internal Revenue Code will recognize ordinary income at the time of the award and the Company will be entitled to a corresponding deduction equal to the fair market value of the stock at such time. If the recipient makes a Section 83(b) election, there are no federal income tax consequences either to the recipient or the Company at the time of vesting.

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Specific Benefits Under the 2006 Long-Term Incentive Plan

Pulaski Financial Corp. has not approved any awards under the 2006 Long-Term Incentive Plan that are conditioned upon stockholder approval of the amendment to the 2006 Long-Term Incentive Plan and is not currently considering any specific award grants under the 2006 Long-Term Incentive Plan.

Equity Compensation Plan Information

The following table sets forth information about Company common stock that may be issued upon exercise of options, warrants and rights under all of the Company’s equity compensation plans as of September 30, 2008.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	757,468	$	10.62	185,727
Equity compensation plans not approved by security holders (1)	30,765		4.66	—
Total	788,233		10.38	185,727

(1) Consists of non-statutory stock options granted in 2001 outside of the Company’s stock option plans. Each of the options was granted at a price equal to the fair market value of the Company common stock of the date of grant. All of the options vest ratably over a five-year period beginning on the first anniversary date of grant and expire ten years from date of grant. However, in the event of a change in control (as defined in the Company’s 2000 Stock-Based Incentive Plan) all options will become exercisable until the expiration of the term of the option, regardless of termination of employment.

Proposal 3– Ratification of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed KPMG LLP to be the Company’s independent registered public accounting firm for the 2009 fiscal year, subject to ratification by stockholders. A representative of KPMG LLP is expected to be present at the annual meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement should he or she desire to do so.

If the ratification of the appointment of the independent registered public accounting firm is not accepted by a majority of the votes present in person or by proxy at the annual meeting, other independent registered public accounting firm will be considered by the Audit Committee of the Board of Directors.The Board of Directors recommends a vote “FOR” the ratification of the appointment of the independent registered public accounting firm.

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Audit and Non-Audit Fees

The following table sets forth the fees billed to the Company for the fiscal years ended September 30, 2008 and 2007.

	2008		2007
Audit Fees	$	280,000	$	256,000
Audit-Related Fees (1)		—		3,500
Tax Fees (2)		60,827		67,875
All Other Fees (3)		15,000		—

(1) Consists of services related to employee benefit plan audits.

(2) Consists of tax filing and tax related compliance and other advisory services.

(3) Consists of research on accounting issues.

The Audit Committee believes that the provision of non-audit services by KPMG LLP are compatible with maintaining KPMG LLP’s independence.

Approval of Services by the Independent Auditor

The Audit Committee has adopted a policy for approval of audit and permitted non-audit services by the Company’s independent auditor. The Audit Committee annually considers the provision of audit services by its external auditor and, if appropriate, approves the provision of certain defined audit and non-audit services. The Audit Committee also considers on a case-by-case basis and, if appropriate, approves specific engagements.

Any proposed specific engagement may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated must report any specific approval of services at its next regular meeting. The Audit Committee regularly reviews summary reports detailing all services being provided to the Company by its independent auditor.

During the year ended September 30, 2008, 100% of the Audit Related Fees, Tax Fees and All Other Fees set forth above were approved by the Audit Committee.

Audit Committee Report

The Company’s management is responsible for the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee oversees the Company’s internal control over financial reporting on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit

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Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 114 (The Auditor’s Communication with Those Charged with Governance), including the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence from the Company and its management. In concluding that the independent registered accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the independent registered public accounting firm were compatible with their independence.

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee met with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting process.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm that, in its report, expresses an opinion on the conformity of the Company’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent registered public accounting firm is in fact “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008 for filing with the Securities and Exchange Commission. The Audit Committee has appointed, subject to shareholder ratification, the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2009.

Audit Committee of the Board of Directors

of Pulaski Financial Corp.

Michael R. Hogan, Chairperson

Leon A. Felman

Timothy K. Reeves

Steven C. Roberts

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. See “Compensation Discussion and Analysis.”

Compensation Committee of the Board of Directors

of Pulaski Financial Corp.

William M. Corrigan, Jr., Chairperson

Leon A. Felman

Timothy K. Reeves

Lee S. Wielansky

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Compensation Discussion and Analysis

Our Compensation Philosophy

Our compensation philosophy for our named executive officers is based on the premise that our success depends, in large part, on the dedication, commitment and performance of the individuals we place in key operating positions to drive our business strategy. We strive to satisfy the demands of our business model by rewarding our named executives for the successful implementation of our corporate objectives. However, we recognize that we operate in a competitive environment for talent. Therefore, our approach to compensation considers the full range of compensation techniques that enable us to compare favorably with our peers as we seek to attract and retain key personnel.

Our compensation objectives are to:

• Align named executive officers’ compensation with shareholder interests;

• Reward the achievement of specific, measurable performance goals;

• Provide a significant portion of total compensation that is “at-risk” based on individual and corporate performance;

• Ensure a balanced approach to performance; and

• Compensate our named executive officers at levels competitive with our peers.

Elements Used to Implement Our Compensation Objectives

Our compensation program principally relies on three primary elements: (1) base salary; (2) short-term performance incentives in the form of cash bonuses; and (3) long-term performance incentives in the form of stock-based compensation. We believe that we can meet the objectives of our compensation philosophy by achieving a balance among these three elements that produces total compensation that is competitive with our industry peers and rewards our named executive officers for achieving their performance goals. We combine these compensation elements for each executive in a manner we believe optimizes the executive’s contribution to the Company.

Base Salary.Base salaries for our named executive officers depend on the scope of their responsibilities and their performance. Decisions regarding salary increases also take into account the executive’s current salary and the amounts paid to the executive’s peers within and outside our company. Our goal is to maintain salary levels for our officers at a level consistent with base pay received by those in comparable positions in our peer group. Base salaries are reviewed at least annually by the Compensation Committee. Our named executive officers did not receive a salary increase for the 2009 fiscal year. See “Executive Compensation—Summary Compensation Table” for salaries and commissions paid to the named executive officers for the 2008 fiscal year.

Short-Term Performance Incentives – Cash Bonuses (Annual Executive Bonus, Guaranteed Bonus and Divisional Profitability Bonus).The Company’s Annual Executive Bonus Program is discretionary. However, the Compensation Committee considers the following criteria when determining whether to award an Executive Cash Bonus to its named executive officers: (1) core return on shareholder equity; (2) growth in core earnings per share; (3) growth in share value; (4) asset quality trends; and (5) regulatory standing. Participation in the Divisional Profitability Bonus Program is determined by our chief executive officer. The Divisional Profitability Program allows our chief executive officer to design an individual incentive plan for selected officers that ties directly to the overall scorecard of the banking division or divisions the executive manages. The scorecard is weighted towards personal production, asset quality and the overall profitability of a banking division. Incentives earned under the Divisional

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Profitability Program may be deferred into our deferred compensation plans (cash or stock) and distributed to participants in accordance with elections made pursuant to the terms of the deferred compensation plans. See “Compensation for Named Executive Officers in 2008 – Compensation for Other Named Executive Officers” for information on the 2008 Divisional Profitability Program. In addition to our Annual Executive Bonus Program and the Divisional Profitability Program, the Company may also offer guaranteed bonuses as an inducement in hiring executive level officers. See “Executive Compensation – Summary Compensation Table” for bonuses paid to our named executive officers for the 2008 fiscal year.

Long-Term Performance Incentives.Our long-term performance incentive program for the 2008 fiscal year was based on granting stock options to our named executive officers who met or exceeded the expectations of our Compensation Committee. To tie the interests of our executives to the interests of our shareholders, the Compensation Committee targets an amount of annual stock option awards at approximately 25% of base salary. However, the Compensation Committee determines the amount of grants of stock options (if any) within that 25% range based on the performance of the Company and the individual. See “—Compensation for the Named Executive Officers in Fiscal 2008” for a discussion of the long-term performance awards granted for fiscal 2008.

Role of the Compensation Committee

We rely on the Compensation Committee to develop the broad outline of our compensation program and to monitor the success of the program in achieving the objectives of our compensation philosophy. The Compensation Committee is also responsible for the administration of our compensation programs and policies, including the administration of our short- and long-term incentive programs.

The Compensation Committee operates under a written charter that establishes the Compensation Committee’s responsibilities. The Compensation Committee and the Board of Directors review the charter periodically to ensure that the scope of the charter is consistent with the Compensation Committee’s expected role. Under the charter, the Compensation Committee is charged with general responsibility for the oversight and administration of our compensation program. The charter vests in the Compensation Committee principal responsibility for determining the compensation of the chief executive officer based on the Compensation Committee’s evaluation of his performance. The charter also authorizes the Compensation Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities.

During fiscal 2008, the Compensation Committee met 7 times. Additionally, the Committee held numerous executive sessions attended by Committee members only. During the 2008 fiscal year, the Compensation Committee members were Timothy Reeves, Leon Felman, Lee Wielansky and William Corrigan. Stanley Bradshaw served on the Compensation Committee until his appointment as Chairman of the Board of the Company in April 2008.

Role of the Compensation Consultant

The Company did not use an independent compensation consultant during the 2008 fiscal year. However, committee members did utilize survey and peer group data prepared by SNL Financial Services Review.

Peer Group Analysis

A critical element of our compensation philosophy and a key driver of specific compensation decisions for our management team is an analysis of our compensation mix and levels relative to a peer

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group of financial institutions. In fiscal 2008, the Compensation Committee reviewed peer group data provided with the assistance of our current chief executive officer and peer group data prepared by the SNL Financial Services Review. Our peer institutions selection was based on publicly-held financial institutions between $1 billion to $2 billion in asset size, a market capitalization less than $250 million and trailing twelve month return on equity greater than 10% as of June 30, 2008. Institutions whose equity to asset ratio exceeded 10%, as well as any institutions in California, Florida and New York were excluded.

The following institutions represent our peer group for 2008:

Merchants Bancshares Inc., VT

First United Corp., MD

Bryn Mawr Bank Corp., PA

Horizon Bancorp, IN

West Bancorp, IA

First Bancorp Inc., ME

Peapack-Gladstone Financial, NJ

Horizon Financial Corp., WA

Porter Bancorp Inc., KY

German American Bancorp Inc., IN

Princeton National Bancorp, IL

Cascade Financial Corp., WA

Tennessee Commerce Bancorp Inc., TN

Enterprise Bancorp Inc., MA

Centrue Financial Corporation, MO

Our peer group is reviewed and updated annually based upon changes in circumstances of both the Company and members of the peer group.

Role of Management

Our chief executive officer develops recommendations regarding the appropriate mix and level of compensation for our management team. The recommendations consider our compensation philosophy and the range of compensation programs authorized by the Compensation Committee. The chief executive officer meets with the Compensation Committee to discuss the compensation recommendations for the named executive officers. Our chief executive officer does not participate in Compensation Committee discussions or the review of Compensation Committee documents relating to the determination of his own compensation or the compensation of the named executive officers.

Tax and Accounting Considerations

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and annually to ensure that we understand the financial impact of each program on the Company. Our analysis includes a review of recently adopted and pending changes in tax and accounting requirements. During fiscal year 2008, we considered the implications of the new rules under Section 409A of the Internal Revenue Code applicable to nonqualified deferred compensation and amended our deferred compensation arrangements accordingly.

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Employment Agreement

We currently maintain an employment agreement with our chief executive officer. See “Executive Compensation—Employment Agreement” and “Executive Compensation—Potential Post-Termination Benefits” for a description of the terms of the agreement and the severance benefits and change in control benefits payable to our chief executive officer. We do not have employment agreements with any of our other officers.

Retirement Benefits; Employee Welfare Benefits

Effective September 1, 2008, we merged our 401(k) Plan and employee stock ownership plan to provide greater investment alternatives to plan participants, as well as to save on plan administrative costs. The merged plan is referred to as our KSOP and is a tax-qualified defined contribution plan that provides our employees with valuable retirement benefits. Under the KSOP, we provide a matching contribution equal to 75% of a participant’s deferred compensation up to 5% of a participant’s plan eligible salary. Participants vest in their employer matching contributions at a rate of 25% per year.

In addition to our retirement programs, we provide our employees with coverage under dental, medical, vision, life insurance and disability plans on terms consistent with industry practice. We also maintain a Section 125 cafeteria plan that allows our employees to set aside pre-tax dollars to pay for certain benefits. All of our full-time employees, including the named executive officers, are eligible to participate in our KSOP and our health and welfare plans, subject to the terms of those plans.

Perquisites

We provide our named executive officers with reasonable perquisites that help further our officers’ abilities to promote our business interests in our markets and reflect the competitive practices for similarly-situated officers employed by our peers.

Director Compensation

Our outside directors are compensated through an annual retainer of $18,000, plus meeting fees. However, our chairman of the board, Stanley Bradshaw receives additional annual compensation of $30,000 and our vice-chairman, Lee Wielansky receives an additional $12,000 per year. On April 16, 2008, Messrs. Bradshaw and Wielansky received non-statutory stock options for 30,000 and 5,000 shares, respectively, at an exercise price of $11.25 per share. Each option vests over a five-year period beginning on the first anniversary of the date of grant and is exercisable over a ten-year period. In addition to his service on the Board of Directors, William Donius has been engaged as a consultant to the Company and receives an annual retainer. See “Compensation for Named Executive Officers in 2008” for a discussion on Mr. Donius’ consulting arrangement.

Outside directors also participate in our equity compensation program and receive annual stock option grants. On November 3, 2008, the Board of Directors granted each outside director an annual non-statutory stock option for 4,000 shares of Company common stock at an exercise price of $7.70 per share. All director options are 100% vested as of the grant date and are exercisable over a period of ten years. The director option award is based on a target value of approximately 25% of the average board fees.In determining the level of compensation for our Board, we review director performance and peer group data, along with the financial performance of the Company. See“Peer Group Analysis” for a list of our peer institutions. Our Board of Directors did not receive an increase in its annual retainer or meeting fees for 2009.

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Stock Compensation Grant and Award Practices; Timing Issues

Our Compensation Committee considers whether to make stock option grants to officers and directors on an annual basis at the end of the fiscal year. The Compensation Committee considers the recommendations of our chief executive officer and other executive officers with respect to awards contemplated for their subordinates. However, the Compensation Committee is solely responsible for the development of the schedule of stock option grants made to our chief executive officer and the other named executive officers.

As a general matter, the Compensation Committee’s process is independent of any consideration of the timing of the release of material non-public information, including with respect to the determination of grant dates or stock option exercise prices. Similarly, the Company has never timed the release of material non-public information to affect the value of executive compensation. In general, the release of such information reflects long-established timetables for the disclosure of material non-public information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure. The Compensation Committee’s decisions are reviewed and ratified by the full Board of Directors.

We set the exercise price of stock options solely by reference to the applicable provisions of our stock compensation plans. Under our current equity plan, the Board may grant stock options only at or above fair market value, which is defined as the closing sales price of our common stock on the Nasdaq Global Select Market on the date of grant.

Stock Ownership Requirements

It is our policy that members of the Board of Directors should be stockholders of the Company. Our bylaws require ownership of at least 100 shares of Company common stock. However, as a practical matter, our named executive officers and directors hold meaningful interests in our stock, which they have accumulated through participation in stock compensation programs and individual purchases. See “Stock Ownership Table.”

Compensation for the Named Executives in 2008

Chief Executive Officer Compensation. Due to his retirement, on April 12, 2008, William Donius resigned his positions as President and Chief Executive Officer of the Company and Chief Executive Officer of Pulaski Bank effective April 30, 2008. On April 12, 2008, the Boards of Directors of the Company and Pulaski Bank appointed Gary W. Douglass to serve as our Chief Executive Officer of Pulaski Bank and President and the Chief Executive Officer of the Company effective May 1, 2008. In connection with Mr. Douglass’ appointment, the Company and Pulaski Bank entered into a three-year employment agreement with an initial salary of $325,000. In addition, Mr. Douglass received an option grant for 100,000 shares of Company common stock at an exercise price of $12.84. Mr. Douglass’ stock option vests ratably over a five-year period. On November 3, 2008, the Compensation Committee of the Board of Directors conducted a formal performance appraisal that reviewed Mr. Douglass’ and the Company’s financial, strategic and operational achievements for the 2008 fiscal year. In light of the Compensation Committee’s review and the Company’s overall financial performance, Mr. Douglass’ did not receive a short-term performance incentive award for 2008 and his base salary remains at $325,000 for the 2009 fiscal year. In connection with his performance appraisal, Mr. Douglass received a stock option grant for 20,000 shares with an effective date of January 1, 2009. The effective date of the grant was deferred to comply with the terms of the Pulaski Financial Corp. 2006 Long-Term Incentive Plan, which prohibits more than 100,000 stock options to be granted to any individual in any calendar year. The option will vest ratably over a three-year period. We believe that Mr. Douglass’ compensation

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reflects our philosophy of basing an executive’s total compensation on individual and corporate performance and on providing total compensation at a level that is commensurate with the compensation paid to similarly situated persons at comparable financial institutions.

Compensation for the Other Named Executive Officers. In determining compensation for Messrs. Hamadi, Reeves, Björkman and Locke the Compensation Committee reviewed the performance appraisals, self-evaluations and the salary recommendations presented by our chief executive officer at a meeting of the Compensation Committee held on November 3, 2008. The Compensation Committee determined that based on the financial performance of the Company and a peer group analysis, that the executives’ base salaries are commensurate with their responsibilities and consistent with their peers and, thus, no increases we made to existing base salaries. Current base salaries for Messrs. Reeves, Hamadi, Bjorkman and Locke are $235,000, $180,000, $250,000 and $150,000, respectively.

In addition to base pay, Messrs. Bjorkman and Locke received bonuses under the fiscal 2008 Divisional Profitability Program of $174,158 and $104,382, respectively. Mr. Locke’s profitability bonus plan entitled him to a cash bonus equal to a specific percentage of the after tax profits from the Pulaski Bank Residential Mortgage Division and the Appraisal and Title divisions. Mr. Bjorkman’s bonus plan entitled him to a bonus based on his personal loan production and the overall loan originations in the Pulaski Bank Commercial Lending Division. Mr. Bjorkman deferred his bonus into the Company’s deferred compensation plan. Mr. Locke also received a guaranteed bonus of $50,000 during fiscal 2008 in accordance with the terms of his offer of employment with Pulaski Bank.

On November 3, 2008, the Compensation Committee granted the named executive officers stock options in recognition of their service to the Company and Pulaski Bank. Mr. Reeves received a stock option grant for 20,000 shares of Company common stock; Mr. Hamadi received a stock option grant for 5,000 shares of Company common stock; Mr. Locke received a stock option grant for 10,000 shares of Company common stock; and Mr. Björkman received a stock option grant for 10,000 shares of Company common stock. The options were granted at an exercise price of $7.70 and vest ratably over a three-year period.

In recognition of their efforts during a challenging year in the banking industry and transition in our executive management team, Messrs. Reeves and Hamadi received a cash bonus under our Executive Bonus Program of $36,000 and $10,000, respectively.

Following his resignation from the Company and Pulaski Bank, Mr. Donius was hired by the Company as a consultant. Mr. Donius’ consulting agreement provides for a 36-month term with an annual consulting fee of $100,000.

We believe that the compensation for these executives is consistent with our compensation objectives of rewarding executives for individual and corporate performance and on providing total compensation at a level that is commensurate with the compensation paid to similarly situated persons at comparable institutions.

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Executive Compensation

Summary Compensation Table

The following information is furnished for all individuals who served as the principal executive officer or principal financial officer of the Company for the 2008 fiscal year and all other executive officers of the Company with total compensation for the 2008 fiscal year that exceeded $100,000. These six individuals are referred to as the named executive officers in this proxy statement.

Name and Principal Position	Year	Salary ($)		Bonus ($)			Stock Awards ($)(5)		Option Awards ($)(6)		All Other Compensation ($)(7)		Total ($)
Gary W. Douglass President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank(1)	2008	$	121,250	$	—		$	—	$	27,898	$	10,440	$	159,588
Ramsey K. Hamadi Chief Financial Officer	2008		180,000		10,000			—		10,865		6,717		207,582
	2007		157,300		—			—		—		5,899		163,199
W. Thomas Reeves President of the Bank	2008		235,000		36,000			—		43,483		7,017		321,500
	2007		200,000		—			—		23,187		5,942		229,129
Brian J. Björkman President, Commercial Lending	2008		250,000		174,158	(3)		14,870		50,672		25,553		515,253
Matthew A. Locke President, Mortgage Lending Division	2008		141,139		154,382	(4)		999		10,391		7,249		314,160
William A. Donius Chairman of the Board of the Bank and Former Chief Executive Officer of the Company and the Bank(2)	2008		210,333		—			—		—		1,504,383		1,714,716
	2007		335,500		—			—		—		9,678		345,178

(1) Mr. Douglass was appointed as President and Chief Executive Officer, effective May 1, 2008

(2) Mr. Donius resigned as Chief Executive Officer, effective May 1, 2008.

(3) Includes $174,158 in profitability incentives, all of which was deferred into Pulaski Bank’s deferred compensation plan.

(4) Includes a $50,000 bonus and $104,382 in profitability incentives.

(5) Reflects the compensation expense recognized for financial statement reporting purposes in accordance with FAS 123(R) on outstanding restricted stock for each of the named executive officers. The amounts were calculated based on the Company’s stock price on the date of grant as summarized below:

Grant Date	Stock Price
November 29, 2002	$	6.75
September 30, 2003		9.76
January 19, 2005		13.37

When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto, plus earnings thereon.

(6) Reflects the compensation expense recognized for financial statement reporting purposes in accordance with FAS 123(R) for outstanding stock options for each of the named executive officers. The Company uses the

(footnotes continued on following page)

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Black-Scholes Option pricing model to estimate its compensation cost for stock options. The assumptions used to estimate the value of the options included in this column are summarized below:

Grant Date	Risk-Free Interest Rate		Expected Life		Expected Volatility		Dividend Yield		Fair Value
November 29, 2002	3.00	%	5.00	years	0.2435	%	1.770	%	$	1.47
September 30, 2003	3.00		5.00		0.2435		1.770			2.13
January 27, 2005	3.65		5.00		0.2561		1.910			3.06
October 14, 2005	4.40		6.00		0.2793		1.824			5.01
March 30, 2006	4.40		6.00		0.2793		1.824			4.64
November 19, 2007	4.22		5.52		0.2783		2.272			2.90
December 19, 2007	4.22		5.00		0.2783		2.337			2.47
May 1, 2008	4.22		5.52		0.2783		2.272			3.35

The actual value, if any, realized by an executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, there is no assurance that the value realized by an executive officer will be at or near the value estimate above.

(7) Details of the amounts reported in the “All Other Compensation” column for 2008 are provided in the table below.

	Mr. Douglass			Mr. Hamadi			Mr. Reeves			Mr. Björkman			Mr. Locke			Mr. Donius
Employer contribution to KSOP	$	—(a	)	$	6,717		$	7,017		$	9,276		$	7,168		$	6,800
Dividends paid on stock awards		—			—			—			671			81			—
Payment under separation agreement		—			—			—			—			—			1,497,583
Perquisites		10,440(b	)		—(c	)		—(c	)		15,606(d	)		—(c	)		—(c	)

(a) Mr. Douglas was not eligible to participate in the KSOP in fiscal 2008.

(b) Consists of automobile costs, country club dues and executive long-term disability insurance.

(c) Aggregate perquisites amount to less than $10,000.

(d) Consists of country club dues and executive long-term disability insurance.

Employment Agreement

The Company and Pulaski Bank currently maintain a three-year employment agreement with Mr. Douglass. However, on May 1, 2009, the first anniversary of the agreement, the term decreases to two years. The two-year term of the employment agreement is extended daily unless written notice of non-renewal is given by the Board of Directors. The employment agreement provides for a base salary and, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel. See“Executive Compensation—Potential Post-Termination Benefits”for a discussion of the benefits and payments Mr. Douglass may receive upon his termination of employment.

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Grants of Plan-Based Awards

The following table provides information concerning all stock options granted to the named executive officers in fiscal 2008. No stock options were granted to Mr. Donius in fiscal 2008. No stock awards were granted to the named executive officers in fiscal 2008.

Name	Grant Date	Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock Options ($)(3)
Gary W. Douglass	May 1, 2008	100,000	(1)	$	12.84	$	335,000
Ramsey K. Hamadi	November 19, 2007	13,000	(2)		11.13		37,700
W. Thomas Reeves	November 19, 2007	15,000	(2)		11.13		43,500
	December 19, 2007	20,000	(1)		9.46		49,400
Brian J. Björkman	November 19, 2007	50,000	(1)		11.13		145,000
Matthew A. Locke	November 19, 2007	12,000	(2)		11.13		34,800

(1) Vest in five equal annual installments beginning on the first anniversary of the date of grant.

(2) Vest in three equal annual installments beginning on the first anniversary of the date of grant.

(3) Sets forth the grant date fair value calculated in accordance with FAS 123(R). The grant date fair value for option awards is equal to the number of options multiplied by a fair value of $3.35 for the options granted to Mr. Douglass on May 1, 2008, a fair value of $2.90 for the options granted on November 19, 2007 and a fair value of $2.47 for the options granted on December 19, 2007. The fair value was calculated using the Black- Scholes option pricing model. For further information regarding assumptions used to calculate fair value, see footnote 6 of the Summary Compensation Table.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options and stock awards that have not vested for each named executive officer outstanding as of September 30, 2008.

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Gary W. Douglass	—	100,000	(1)	$	12.84	5/1/2018	—		$	—
Ramsey K. Hamadi	17,265	—			4.29	5/30/2011	—			—
	4,950	—			5.55	1/16/2012	—			—
	—	13,000	(2)		11.13	11/19/2017	—			—
W. Thomas Reeves	10,000	10,000	(3)		15.97	3/30/2016	—			—
	—	15,000	(2)		11.13	11/19/2017	—			—
	—	20,000	(4)		9.46	12/19/2017	—			—
Brian J. Björkman	15,000	—			9.76	9/30/2013	367	(8)		3,211
	9,000	6,000	(5)		13.00	1/27/2015	—			—
	4,000	6,000	(6)		17.25	10/14/2015	—			—
	—	50,000	(7)		11.13	11/19/2017	—			—
Matthew A. Locke	7,500	—			6.75	11/29/2012	—			—
	5,625	—			5.55	1/16/2012	—			—
	—	12,000	(2)		11.13	11/19/2017	—			—
William A. Donius	72,900	—			2.70	1/21/2010	—			—

(1) Stock options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in five equal annual installments commencing on May 1, 2009.

(2) Stock options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in three equal annual installments commencing on November 19, 2008.

(3) Stock options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in four equal annual installments commencing on March 30, 2007.

(4) Stock options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in five equal annual installments commencing on December 19, 2008.

(5) Stock options granted pursuant to the Pulaski Financial Corp. 2002 Stock Option Plan vest in five equal annual installments commencing on January 27, 2006.

(6) Stock options granted pursuant to the Pulaski Financial Corp. 2002 Stock Option Plan vest in five equal annual installments commencing on October 14, 2006.

(7) Stock options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in five equal annual installments commencing on November 19, 2008.

(8) Shares of restricted stock granted pursuant to Pulaski Financial Corp. 2000 Stock-Based Incentive Plan vest on January 19, 2009.

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Option Exercises and Stock Vested

The following table provides information concerning stock option exercises and the vesting of stock awards for each named executive officer, on an aggregate basis, during 2008.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Gary W. Douglass	$	—	$	—	$	—	$	—
Ramsey K. Hamadi		—		—		—		—
W. Thomas Reeves		—		—		—		—
Brian J. Björkman		—		—		1,388		12,641
Matthew A. Locke		—		—		900		9,630
William A. Donius		60,449		435,305		—		—

Potential Post-Termination Payments

Employment Agreement.The Company and Pulaski Bank entered into a three-year employment agreement with Mr. Douglass effective May 1, 2008. The employment agreement provides for termination by the Company and Pulaski Bank for cause, as defined in the employment agreement, at any time. If the Company or Pulaski Bank chooses to terminate Mr. Douglass’ employment for reasons other than for cause, or if Mr. Douglass resigns from the Company or Pulaski Bank after specified circumstances that would constitute “constructive termination” (as defined in the employment agreement), Mr. Douglass or, if he dies, his beneficiary, would be entitled to receive an amount equal to two times his annual compensation, which includes his base salary and bonus. This severance payment would be payable in substantially equal installments over a 24-month period in accordance with normal payroll practices. In addition to cash compensation, the Company and/or Pulaski Bank would also continue and/or pay for Mr. Douglass’ medical insurance benefits for twenty-four months following his termination of employment. Upon the expiration of medical coverage, Mr. Douglass may, at his own expense, continue to participate in the Pulaski Bank medical insurance programs through his 65^th birthday to the extent such coverage is available.

The employment agreement also provides for severance benefits, if following a change in control, Mr. Douglass voluntarily terminates his employment for Good Reason (as defined in the employment agreement) or Mr. Douglass suffers an involuntary termination of employment. In either case, Mr. Douglass would be entitled to a lump sum change in control severance payment equal to two times his annual compensation, which includes his base salary and bonus.

In the event Mr. Douglass’ employment is terminated following a change in control, he would also be entitled to receive a tax indemnification payment if payments under the employment agreement or other payments triggered liability under the Internal Revenue Code as an excise tax on payments constituting “excess parachute payments.” Under applicable law, the excise tax is triggered by the executive’s receipt of payments that are contingent on a change in control that equal or exceed three times the executive’s average annual compensation over the five years preceding the change in control, or such lesser time if executive is not employed by the employer for five years. The excise tax equals 20% of the amount of the payment in excess of the executive’s average compensation over the preceding five-year period, or such lesser period. The indemnification payment provides the executive with a net amount sufficient to pay the excise tax.

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The Company has applied to participate in the Troubled Asset Relief Program’s Capital Purchase Program. If the Company’s application is approved and it elects to participate, its executive officers would be subject to certain executive compensation restrictions, including a prohibition on the payment of any excess parachute payments and a required “clawback” of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate.

The employment agreement also provides for disability benefits if Mr. Douglass becomes disabled and is no longer able to work for the Company or Pulaski Bank. During any period of incapacity leading to the termination of Mr. Douglass’ employment for disability, Mr. Douglass will receive his full base salary and all other perquisites and benefits (other than bonus) until Mr. Douglass becomes eligible for benefits under any disability plan or insurance program maintained by the Company or the Bank. Disability payments under Mr. Douglass’ employment agreement are reduced by the amount, if any, paid to Mr. Douglass by any plan of the Company or Pulaski Bank that provides disability benefits.

Upon Mr. Douglass’ termination of employment for reasons other than following a change in control, Mr. Douglass must comply with a two year non-competition and non-solicitation agreement.

Potential Post-Termination Benefits Table.The amount of compensation payable to Mr. Douglass on September 30, 2008 upon termination for cause, termination without cause, change in control with termination of employment, disability and retirement is shown below. The amounts shown assume that such termination was effective as of September 30, 2008, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executive upon his termination of employment. The other named executive officers do not have arrangements with the Company or Pulaski Bank that would entitle them to severance benefits, other than those benefits provided to all employees upon separation from service.

	Payments Due Upon (1)
	Termination For Cause	Involuntary Termination Without Cause or Termination for Good Reason		Change in Control With Termination of Employment		Disability		Retirement
Payment and Benefit
Base salary	—	$	650,000	$	650,000		N/A	N/A
Bonuses	—		—		—		N/A	N/A
Income attributable to grant or exercise of stock options(2)	—		—		—		N/A	N/A
Health and welfare benefits	—		10,545		10,545	$	10,545	N/A
Section 280G tax gross-up	N/A		N/A		240,636		N/A	N/A

(1) Severance payment calculations are based on Mr. Douglass’ 2008 base salary. Mr. Douglass did not receive a bonus in 2008.

(2) All option grants had no intrinsic value as of September 30, 2008.

Stock Options.All of the named executive officers are participants in Pulaski Financial corp. 2002 Stock Option Plan and/or the Pulaski Financial Corp. 2006 Long-Term Incentive Plan. In the event of a change in control of Pulaski Financial or Pulaski Bank, outstanding stock options granted pursuant to

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either plan automatically vest and remain exercisable until the expiration date of the stock options. Unless otherwise provided in an award certificate, under the 2006 Long-Term Incentive Plan, if a participant’s service terminates by reason of death, disability or retirement, all of such participant’s outstanding options will vest and remain exercisable until the expiration date of the stock options in the case of death and disability and in the case of retirement, until the earlier of the original expiration date of the award or two years from the participant’s retirement date. In the event of termination due to death, disability or retirement, outstanding stock options granted pursuant to the 2002 Stock Option Plan automatically vest and remain exercisable until the later of two years from the date of death or disability (or one year from the date of retirement) or the expiration date of the stock options. For purposes of the plan, “disability” is defined as a physical or mental condition that renders a plan participant incapable of performing his customary and usual duties or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the committee administrating the plan, is permanent and continuous in nature. “Retirement” in the case of an employee means voluntary termination of employment at or after age 60 with 15 years of service or as otherwise determined by the committee administrating the plan. A “change in control” is defined, generally, as a merger or consolidation of another corporation into Pulaski Financial, the acquisition of 25% or more of the Company’s voting securities, a change in a majority of the board of directors over a two-year period, or a sale of all or nearly all of the Company’s assets.

As of September 30, 2008, Messrs. Douglass, Hamadi, Reeves, Björkman, Locke and Donius had 100,000, 13,000, 45,000, 62,000, 12,000 and 0 unvested stock options, respectively. Had a change in control occurred on September 30, 2008 or if any of the named executive officers died, became disabled or retired on that date, the options would have no intrinsic value (based upon our stock price of $8.75 per share on September 30, 2008).

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% stockholders are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Pulaski Financial common stock during the fiscal year ended September 30, 2008, except for five late reports filed by Mr. Felman each regarding a purchase of Company common stock, one late report filed by Mr. Bradshaw regarding a purchase of common stock and one late report filed by each of Messrs. Hamadi and Locke and two late reports filed by W. Thomas Reeves, each regarding the granting of stock options.

Transactions with Management

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Pulaski Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured financial institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons

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and must not involve more than the normal risk of repayment or present other unfavorable features. Pulaski Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit the Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee.

In accordance with banking regulations, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally, pursuant to the Company’s Code of Business Conduct, all executive officers and directors of the Company must disclose any existing or emerging conflicts of interest to the Chief Executive Officer of the Company. Such potential conflicts of interest include, but are not limited to, the following: (1) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (2) the ownership of more than 5% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.

Nominating and Corporate Governance Committee Procedures

General

It is the policy of the Nominating and Corporate Governance Committee of the Board of Directors of the Company to consider director candidates recommended by stockholders who appear to be qualified to serve on the Company’s Board of Directors. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Stockholders

To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a stockholder should submit the following information in writing, addressed to the Chairperson of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

3. The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

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4. The name and address of the stockholder making the recommendation, as they appear on the Company’s books; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5. A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the Company’s annual meeting of stockholders, the recommendation must be received by the Nominating and Corporate Governance Committee at least 120 calendar days before the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting, advanced by one year.

Process for Identifying and Evaluating Nominees

The process that the Nominating and Corporate Governance Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

Identification. For purposes of identifying nominees for the Board of Directors, the Nominating and Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as their knowledge of members of the communities served by Pulaski Bank. The Nominating and Corporate Governance Committee also will consider director candidates recommended by stockholders in accordance with the policy and procedures set forth above. The Nominating and Corporate Governance Committee has not previously used an independent search firm to identify nominees.

Evaluation. In evaluating potential nominees, the Nominating and Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under selection criteria, which are discussed in more detail below. If such individual fulfills these criteria, the Nominating and Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

Minimum Qualifications

The Nominating and Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals not currently on the Board of Directors to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Company’s bylaws, which include a stock ownership requirement. A candidate must also meet any qualification requirements set forth in any Board or committee governing documents.

If the candidate is deemed eligible for election to the Board of Directors, the Nominating and Corporate Governance Committee will then evaluate the prospective nominee to determine if they possess the following qualifications, qualities or skills:

• contributions to the range of talent, skill and expertise appropriate for the Board;

• financial, regulatory, accounting and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to understand financial statements;

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• familiarity with the Company’s market area and participation and ties to local businesses and local civic, charitable and religious organizations;

• personal and professional integrity, honesty and reputation;

• the ability to represent the best interests of the stockholders of the Company and the best interests of the institution;

• the ability to devote sufficient time and energy to the performance of his or her duties;

• independence under applicable Securities and Exchange Commission and listing definitions; and

• current equity holdings in the Company.

The committee will also consider any other factors it deems relevant, including age, diversity, size of the Board of Directors and regulatory disclosure obligations.

With respect to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will consider and review an existing director’s Board and committee attendance and performance, length of Board service, experience, skills and contributions that the existing director brings to the Board, and independence.

Stockholder Proposals and Nominations

Proposals that stockholders seek to have included in the proxy statement for the Company’s next annual meeting must be received by the Company no later than September 2, 2009. If next year’s annual meeting is held on a date more than 30 calendar days from February 15, 2010, a stockholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials. Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provides that for a stockholder to make nominations for the election of directors or proposals for business to be brought before a meeting of stockholders, a stockholder must deliver written notice of such nominations and/or proposals to the Secretary not less than 60 nor more than 90 days before the date of the meeting; provided that if less than 70 days notice or prior public disclosure of the meeting is given or made to stockholders, such notice must be delivered not later than the close of business on the tenth day following the day on which notice of the meeting was mailed to stockholders or such public disclosure was made.

Stockholder Communications

The Company encourages stockholder communications to the Board of Directors and/or individual directors. Stockholders who wish to communicate with the Board of Directors or an individual director should send their communications to the care of Christine A. Munro, Corporate Secretary, Pulaski Financial Corp., 12300 Olive Boulevard, St. Louis, Missouri 63141. Communications regarding financial or accounting policies should be sent to the attention of the Chairperson of the Audit Committee. All other communications should be sent to the attention of the Chairperson of the Nominating and Corporate Governance Committee.

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Miscellaneous

The Company will pay the cost of this proxy solicitation. In addition to the solicitation of proxies by mail, Morrow & Co., LLC will assist the Company in soliciting proxies for the annual meeting. The Company will pay a fee of $6,500 for these services. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company. In addition to the solicitation of proxies by mail, directors, officers and employees of the Company may solicit proxies personally or by telephone. None of these persons will receive additional compensation for these activities.

The Company’s Annual Report to Stockholders has been mailed to all persons who were stockholders as of the close of business on December 10, 2008. Any stockholder who has not received a copy of the Annual Report may obtain a copy by writing to the Secretary of the Company or on the Company’s web site (www.pulaskibankstl.com). The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by reference.

A copy of the Company’s Form 10-K for the fiscal year ended September 30, 2008 as filed with the Securities and Exchange Commission, will be furnished without charge to all persons who were stockholders as of the close of business on December 10, 2008 upon written request to Christine A. Munro, Corporate Secretary, Pulaski Financial Corp., 12300 Olive Boulevard, St. Louis, Missouri 63141.

Householding of Proxy Statements and Annual Reports

The Securities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report to that address. This practice, known as “householding,” is designed to reduce the Company’s printing and postage costs. Once you have received notice from your broker or the Company that they or it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report or proxy statement, please notify your broker or other holder of record if your shares are held in “street name” or the Company if you hold registered shares. You can notify the Company by contacting its transfer agent, Registrar and Transfer Company, either by phone at (800) 368-5948, by fax at (908) 497-2318, by e-mail at info@rtco.com or by mail at 10 Commerce Drive, Cranford, New Jersey 07016. If you are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting the same parties listed above.

34

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PULASKI FINANCIAL CORP.

PROXY CARD

ANNUAL MEETING OF STOCKHOLDERS

February 5, 2009

The undersigned hereby appoints William M. Corrigan, Jr. and Leon A. Felman, with full power of substitution in each, to act as attorneys and proxies for the undersigned, to vote all shares of common stock of the Company which the undersigned is entitled to vote at the annual meeting of stockholders to be held at the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri on Thursday, February 5, 2009 at 2:00 p.m., local time, and at any and all adjournments thereof, as follows:

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY

IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR

VOTE VIA THE INTERNET OR BY TELEPHONE.

(Continued, and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE

PULASKI FINANCIAL CORP. — ANNUAL MEETING OF STOCKHOLDERS,

FEBRUARY 5, 2009

YOUR VOTE IS IMPORTANT!

You can vote in one of three ways:

1. Calltoll free 1-866-580-7650 on a Touch-Tone Phone. There isNO CHARGE to you for this call.

or

2. Via the internet athttps://www.proxyvotenow.com/pulb and follow the instructions.

or

3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope.

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

		FOR	WITHHOLD ALL	FOR ALL EXCEPT
1.	The election as director of the nominees listed below (except as marked to the contrary below).	/    /	/    /	/    /
	(01) Michael R. Hogan (02) Timothy K. Reeves (03) Lee S. Wielansky

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK “FOR ALL EXCEPT” AND WRITE THAT NOMINEE(S’) NAME(S) OR NUMBER(S) IN THE SPACE PROVIDED BELOW.

		FOR	AGAINST	ABSTAIN
2.	The approval of the amendment to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan.	/    /	/    /	/    /
		FOR	AGAINST	ABSTAIN
3.	The ratification of KPMG LLP as independent registered public accounting firm for the fiscal year ending September 30, 2009.	/    /	/    /	/    /

The Board of Directors recommends a vote “FOR” the listed proposals.

Mark here for address change and note change/    /

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. PRESENTLY, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

Should the undersigned be present and elect to vote in person at the meeting or at any adjournment thereof and after notification to the Secretary of the Company at the meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.

Dated:            ,        

SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, indicate your full title. If shares are held jointly, only one registered holder need sign.

*** IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,

PLEASE READ THE INSTRUCTIONS BELOW ***

FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL

Stockholders of record have three ways to vote:

1. By Mail; or

2. By Telephone (using a Touch-Tone Phone); or

3. By Internet.

A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this proxy. Please note telephone and Internet votes must be cast prior to 3:00 a.m., February 5, 2009. It is not necessary to return your proxy card if you are voting by telephone or Internet.

VOTE BY TELEPHONE	VOTE BY INTERNET
Call Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., February 5, 2009: 1-866-580-7650	Anytime prior to 3 a.m., February 5, 2009 go to https://www.proxyvotenow.com/pulb.

Please note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.

[Pulaski Financial Corp. Letterhead]

Dear KSOP Participant:

On behalf of the Board of Directors of Pulaski Financial Corp. (the “Company”), I am forwarding you the attached voting instruction card to convey your voting instructions to the trustees for the Pulaski Bank Savings and Ownership Plan (the “KSOP”) on the proposals to be presented at the Annual Meeting of Shareholders of the Company to be held on February 5, 2009. Also enclosed is a Notice and Proxy Statement for the Annual Meeting of Shareholders of the Company. If you would like a copy of the Company’s Annual Report to Shareholders and have not received one, please contact Chris Munro at (314) 878-3523 ext. 3826.

As a holder of Company common stock through the KSOP, you are entitled to direct the trustees how to vote the shares of common stock credited to your account as of December 10, 2008, the record date for the annual meeting. All credited shares of Company common stock will be voted as directed by participants, so long as participant instructions are received by the trustees by January 26, 2009. If you do not direct the trustees as to how to vote the shares of Company common stock credited to your account, the trustees will vote your shares in a manner calculated to most accurately reflect the instructions it receives from other participants, subject to its fiduciary duties.

Please complete, sign and return the enclosed voting instruction card in the postage paid envelope by January 26, 2009.Your vote will not be revealed, directly or indirectly, to any employee or director of the Company or Pulaski Bank.

Sincerely,

/s/    Gary W. Douglass

Gary W. Douglass

President and Chief Executive Officer

PULASKI BANK SAVINGS AND OWNERSHIP PLAN

VOTING INSTRUCTION CARD

PULASKI FINANCIAL CORP.

ANNUAL MEETING OF SHAREHOLDERS

February 5, 2009

2:00 p.m., Local Time

The undersigned hereby directs the KSOP Plan Trustee to vote all shares of common stock of Pulaski Financial Corp. (the “Company”) credited to the undersigned’s account, for which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on February 5, 2009 at 2:00 p.m., local time, at the St. Louis Marriott West, 660 Maryville Centre Drive, St. Louis, Missouri and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows:

1. The election as directors of all nominees listed (unless the “For All Except” box is marked and the instructions below are complied with).

Michael R. Hogan                        Timothy K. Reeves                        Lee S. Wielansky
FOR	WITHHOLD	FOR ALL EXCEPT
¨	¨	¨

INSTRUCTION: To withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write that nominee’s name on the line provided below.

2. The approval of amendment to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan.

FOR	AGAINST	ABSTAIN
¨	¨	¨

3. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2009.

FOR	AGAINST	ABSTAIN
¨	¨	¨

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED ROPOSALS.

Date:
	Participant sign above

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS VOTING INSTRUCTION CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY JANUARY 26, 2009.