-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOTZAG7LIZMegnPgsXkbv68UxEYz+8EqA8b4PUItc9r068660QKJBp1aO3m4GWfi 6JL7Ne6NOS0HJKrgRgo/Hw== 0000891020-00-000529.txt : 20000321 0000891020-00-000529.hdr.sgml : 20000321 ACCESSION NUMBER: 0000891020-00-000529 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000418 FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON MUTUAL INC CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 911653725 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-14667 FILM NUMBER: 573269 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: STE 1500 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064612000 MAIL ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: SUITE 1500 CITY: SEATTLE STATE: WA ZIP: 98101 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12 WASHINGTON MUTUAL, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): --------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------------- (5) Total fee paid: --------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: --------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------- 2 [Washington Mutual Logo] 1201 THIRD AVENUE, SUITE 1500 SEATTLE, WASHINGTON 98101 MARCH 22, 2000 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Washington Mutual shareholders which will be held in the S. Mark Taper Foundation Auditorium on Tuesday, April 18, 2000, at 2:00 p.m., at Benaroya Hall, 200 University Street, Seattle, Washington. I look forward to greeting as many of our shareholders as possible. As set forth in the attached Proxy Statement, the meeting will be held to consider the election of directors; proposed amendments to the 1994 Stock Option Plan, the Bonus and Incentive Plan for Executive Officers and Senior Management, and the Restricted Stock Plan; three shareholder proposals (if they are properly presented at the meeting); and the ratification of the appointment of the independent auditors for 2000. Please read the attached Proxy Statement carefully for information on the matters shareholders are being asked to consider and vote on. In addition to these specific matters, there will be a report on the progress of Washington Mutual and an opportunity to ask questions of general interest to shareholders. Your vote is important. Whether or not you attend the meeting in person, I urge you to sign, date and promptly return your proxy in the enclosed postage-paid reply envelope. If you decide to attend the meeting and vote in person, you will, of course, have that opportunity. Sincerely, /s/ Kerry K. Killinger Kerry K. Killinger Chairman, President and Chief Executive Officer 3 WASHINGTON MUTUAL, INC. 1201 THIRD AVENUE, SUITE 1500 SEATTLE, WASHINGTON 98101 ------------------------------ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 18, 2000 ------------------------------ To the Shareholders of Washington Mutual, Inc.: The Annual Meeting of Shareholders of Washington Mutual, Inc. will be held on Tuesday, April 18, 2000, at 2:00 p.m., in the S. Mark Taper Foundation Auditorium at Benaroya Hall, 200 University Street, Seattle, Washington, for the following purposes: 1. To elect one director for a term of two years; and elect six directors for a term of three years; 2. To amend the Company's 1994 Stock Option Plan; 3. To amend the Company's Bonus and Incentive Plan for Executive Officers and Senior Management; 4. To amend the Company's Restricted Stock Plan; 5. To ratify the appointment of Deloitte & Touche LLP as the independent auditors for 2000; 6. To act upon three shareholder proposals (if they are properly presented at the meeting); and 7. To transact such other business as may properly come before the meeting or any adjournments thereof. YOUR BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE FOR ITEMS 1, 2, 3, 4 AND 5. All of these proposals are more fully described in the Proxy Statement, which follows. Shareholders of record at the close of business on March 3, 2000, will be entitled to vote at the meeting and any adjournments thereof. By Order of the Board of Directors, /s/ William L. Lynch William L. Lynch Secretary March 22, 2000 IMPORTANT Whether or not you expect to attend in person, we urge you to sign, date and return the enclosed proxy at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting and will save Washington Mutual the expense of additional solicitation. A postage-paid reply envelope is enclosed for that purpose. Sending in your proxy will not prevent you from voting your stock at the Annual Meeting if you desire to do so. Your proxy is revocable at your option in the manner described in the Proxy Statement. 4 CONTENTS
PAGE ---- Proxy Statement................................................... 1 General Information for Shareholders.............................. 1 ITEM 1. Election of Directors..................................... 2 Nominees................................................. 2 Directors................................................ 3 Information Regarding the Board of Directors and Its Committees........................................... 5 Compensation of Directors................................ 6 Principal Holders of Common Stock................................. 7 Security Ownership of Directors and Executive Officers............ 8 Executive Compensation............................................ 10 Pension Plans and Agreements...................................... 12 Certain Relationships and Related Transactions.................... 14 Report of the Compensation and Stock Option Committee............. 15 Performance Graph................................................. 18 Section 16(a) Beneficial Ownership Reporting Compliance........... 19 ITEM 2. Amendment of the Company's Amended and Restated 1994 Stock Option Plan..................................................... 19 ITEM 3. Amendment of the Company's Bonus and Incentive Plan for Executive Officers and Senior Management........................ 22 ITEM 4. Amendment of the Company's Restricted Stock Plan.......... 25 ITEM 5. Ratification of Appointment of Independent Auditors....... 29 ITEM 6. Shareholder Proposal regarding nominations of Board candidates...................................................... 29 ITEM 7. Shareholder Proposal regarding disclosure of executive compensation consultants........................................ 31 ITEM 8. Shareholder Proposal regarding hiring of proxy advisory firm by shareholder vote........................................ 32 Annual Report..................................................... 34 Shareholder Proposals for the 2001 Annual Meeting................. 34 Other Matters..................................................... 35
i 5 WASHINGTON MUTUAL, INC. 1201 THIRD AVENUE, SUITE 1500 SEATTLE, WASHINGTON 98101 ------------------------------ PROXY STATEMENT FOR 2000 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 18, 2000 ------------------------------ THE BOARD OF DIRECTORS IS SOLICITING PROXIES TO BE VOTED AT THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 18, 2000, AT 2 P.M., AND AT ANY ADJOURNMENTS THEREOF, FOR THE PURPOSES SET FORTH IN THE ATTACHED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. THE COMPANY ANTICIPATES THAT THE NOTICE, THIS PROXY STATEMENT AND THE FORM OF PROXY ENCLOSED WILL FIRST BE SENT TO ITS SHAREHOLDERS ON OR ABOUT MARCH 22, 2000. - -------------------------------------------------------------------------------- WHO CAN VOTE HOW YOU CAN VOTE Only shareholders of record at the close of If you hold your shares as a shareholder of record, business on March 3, 2000 will be entitled to vote you can vote in person at the Annual Meeting or you at the Annual Meeting. As of March 3, 2000, the can vote by mail. The enclosed proxy card contains Company had 558,327,194 shares of Common Stock instructions for voting by mail. Whichever method you outstanding (including 12,000,000 shares of Common use, the proxies identified on the back of the proxy Stock held in escrow). Each share of Common Stock card will vote the shares of which you are the is entitled to one vote for each of the items shareholder of record in accordance with your properly presented at the Annual Meeting. instructions. If you submit a proxy card without giving specific voting instructions, the proxies will WHAT AM I VOTING ON vote those shares as recommended by the Board of Directors. You are voting on: - The election of one director for a term of If you own your shares through a brokerage account two years and six directors for a term of or in another nominee form, you must provide three years. The Board of Directors' nominees instructions to the broker or nominee as to how your are, respectively, Mary E. Pugh and Douglas shares should be voted. Your broker or nominee will P. Beighle, J. Taylor Crandall, Kerry K. generally provide you with the appropriate forms at Killinger, Michael K. Murphy, Elizabeth A. the time you receive this Proxy Statement and the Sanders and Willis B. Wood, Jr. annual report. If you own your shares through a brokerage account or nominee, you cannot vote in - The amendment of the Company's 1994 Stock person at the Annual Meeting unless you receive a Option Plan. proxy from the broker or the nominee. - The amendment of the Company's Bonus and Incentive Plan for Executive Officers and HOW YOU MAY REVOKE OR CHANGE YOUR VOTE Senior Management. If you are the record owner of your shares, you - The amendment of the Company's Restricted may revoke your proxy at any time before it is voted Stock Plan. at the Annual Meeting (1) by submitting a new proxy card, (2) by delivering written notice to the - The ratification of the appointment of Secretary of the Company before April 18, 2000, Deloitte & Touche LLP as independent auditors stating that you are revoking your proxy, or (3) by for 2000. attending the Annual Meeting and voting your shares in person. Attendance at the Annual Meeting will not, - The shareholder proposals described herein, in itself, constitute revocation of your proxy. if properly introduced at the Annual Meeting. COSTS OF SOLICITATION VOTES REQUIRED/VOTING PROCEDURES The Company will bear the cost of preparing, Under Washington law, any shareholder action at printing and mailing material in connection with this a meeting requires that a quorum exist with respect solicitation of proxies. In addition to mailing to that action. A quorum for the actions to be material, officers and regular employees of the taken at the Annual Meeting will consist of a Company may, without being additionally compensated, majority of the outstanding shares of Common Stock solicit proxies personally and by mail, telephone, entitled to vote, present in person or by proxy at telegram or facsimile. The Company will reimburse the Annual Meeting. Shareholders of record who are banks and brokers for their reasonable out-of-pocket present at the Annual Meeting in person or by proxy expenses related to forwarding proxy material to and who abstain, including brokers holding beneficial owners of stock or otherwise in connection customers' shares of record who cause abstentions with this solicitation. The Company has retained to be recorded at the Annual Meeting, are Georgeson Shareholder Communications Inc. to assist considered shareholders who are present and in the solicitation at a cost of approximately entitled to vote, and will count toward the quorum. $10,000, plus reasonable out-of-pocket expenses. If a quorum exists at the Annual Meeting, each WHO WILL COUNT THE VOTE action proposed will be approved if the number of votes cast in favor of the proposed action exceeds Proxies and ballots will be received and tabulated the number of votes cast against it. Consequently, by ChaseMellon Shareholder Services, L.L.C., the abstentions and broker non-votes will have no Company's transfer agent and the inspector of impact on any of the proposals set forth in the elections for the Annual Meeting. Notice of Annual Meeting. WASHINGTON MUTUAL PLANS If you are a participant in the Restricted Stock Plan ("Restricted Stock Plan"), the Retirement Savings and Investment Plan ("RSIP"), the Employees' Stock Purchase Program or the Pioneer Savings Bank Employee Stock Ownership Plan and Trust, you may direct the trustee or plan administrator how to vote the number of shares allocated to your account. The enclosed proxy indicates any Common Stock allocated to your account.
- -------------------------------------------------------------------------------- 1 6 ITEM 1. ELECTION OF DIRECTORS The Board of Directors of Washington Mutual currently consists of 18 directors, who are divided into three classes. Mary E. Pugh was appointed as a director, effective June 1, 1999, to fill a vacancy created by the retirement of a director. Under Washington law, an appointee serves as a director only until the next annual meeting. Ms. Pugh has been nominated for election to a different class to cause the three classes of directors to be approximately equal in number following the Annual Meeting. Otherwise, the members of each class ordinarily serve three-year terms, with one class elected annually. The Board of Directors has nominated each of the following persons for election as a director to serve a two- or three-year term expiring at the Company's Annual Meeting of Shareholders in the year indicated above such person's name: TERM ENDING 2002 Mary E. Pugh TERM ENDING 2003 Douglas P. Beighle J. Taylor Crandall Kerry K. Killinger Michael K. Murphy Elizabeth A. Sanders Willis B. Wood, Jr. Each of the nominees has indicated that he or she is willing and able to serve as a director. If any nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Planning and Nominating Committee of the Board of Directors. Unless instructions to the contrary are specified in a properly signed and returned proxy, the proxies will be voted in favor of the seven nominees listed above. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES. 2 7 DIRECTORS The following table sets forth information regarding each nominee for election as a director and each director whose term of office will continue after the Annual Meeting. Except as otherwise indicated, each director has been engaged in the principal occupation described below for at least five years.
COMPANY EXPIRATION OF NAME AGE DIRECTOR SINCE TERM AS DIRECTOR ---- --- -------------- ---------------- Douglas P. Beighle....................... 67 1989 2000 David Bonderman.......................... 57 1997 2002 J. Taylor Crandall....................... 46 1997 2000 Roger H. Eigsti.......................... 57 1992 2002 John W. Ellis............................ 71 1970 2001 Anne V. Farrell.......................... 64 1994 2001 Stephen E. Frank......................... 58 1997 2001 William P. Gerberding.................... 70 1979 2001 Enrique Hernandez, Jr.................... 44 1997 2001 Kerry K. Killinger....................... 50 1988 2000 Phillip D. Matthews...................... 61 1998 2002 Michael K. Murphy........................ 63 1985 2000 Mary E. Pugh............................. 40 1999 2000 William G. Reed, Jr...................... 61 1970 2002 Elizabeth A. Sanders..................... 54 1998 2000 William D. Schulte....................... 67 1998 2001 James H. Stever.......................... 56 1991 2002 Willis B. Wood, Jr....................... 65 1997 2000
Mr. Beighle has been a consultant to The Boeing Company since 1997. From 1981 through 1997, he held various positions at Boeing, including Senior Vice President of The Boeing Company from 1986 to 1997. Mr. Beighle serves as a director of Puget Sound Energy, Inc., Active Voice Corporation and Simpson Investment Company. Mr. Bonderman is a founding partner of Texas Pacific Group. He is a director of Bell & Howell Company, Inc., Beringer Wine Estates, Continental Airlines, Inc., Co-Star Realty Information, Inc., Denbury Resources Inc., Ducati Motor Holdings, S.p.A., Magellan Health Services, Inc., Oxford Health Plans, Inc., Paradyne Networks, Inc. and Ryanair Ltd. Mr. Crandall has been Chief Operating Officer and Vice President of Keystone, Inc. since August 1998, and Vice President of Oak Hill Capital Management, Inc., since January 1999. In addition, Mr. Crandall was a Vice President and director of National Re Holdings Corp. from 1989 until 1997 and served as Treasurer of that company until 1990. Mr. Crandall is a director of Bell & Howell Company, Inc., Specialty Foods, Inc., Sunterra Corporation, and US Oncology, Inc. Mr. Eigsti has served as the Chairman of SAFECO Corporation since May 1993 and Chief Executive Officer since January 1992. He served as its President from May 1989 until August 1996, Chief Operating Officer from May 1989 until January 1992, and Executive Vice President and Chief Financial Officer from February 1985 until May 1989. Mr. Eigsti has been a director of SAFECO Corporation since May 1988. Mr. Ellis is Chairman Emeritus of The Baseball Club of Seattle, Inc. He served as its Chairman and Chief Executive Officer from 1992 through 1999. In addition, Mr. Ellis served at Puget Sound Energy, Inc. as Chairman from 1988 until 1993 and as Chief Executive Officer from 1970 until 1993. Mr. Ellis is a director of 3 8 Associated Electric & Gas Insurance Service Ltd., Puget Sound Energy, SAFECO Corporation and UTILX Corporation. Mrs. Farrell has served as the President and Chief Executive Officer of The Seattle Foundation, a charitable and educational corporate foundation, since 1984. Mrs. Farrell is a director of Blue Cross of Washington and Alaska and PREMERA. Mrs. Farrell also serves as a trustee of the registered investment companies that comprise the WM Group of Funds. The investment adviser to the funds is an indirect wholly owned subsidiary of Washington Mutual. Mr. Frank has served as Chairman, President and Chief Executive Officer of Southern California Edison, the largest subsidiary of Edison International, since June 1995. He also serves as a director for both Southern California Edison and Edison International. Mr. Frank was the President, Chief Operating Officer and a director of Florida Power and Light Company from August 1990 until June 1995. From 1988 until 1990 he was Executive Vice President and Chief Financial Officer of TRW, Inc. Mr. Frank is also a director of the Electric Power Research Institute, UNOVA, Inc. and Associated Electric & Gas Insurance Services Limited. Mr. Gerberding serves as a director of SAFECO Corporation and is a member of the Board of Directors of the Seattle Opera. Mr. Gerberding served as President of the University of Washington from 1979 through 1995. Mr. Hernandez has been the Chairman, Chief Executive Officer and President of Inter-Con Security Systems since 1984. He is also a co-founder and has been principal partner since 1988 of Interspan Communications, a television broadcast company serving Spanish-speaking audiences. Prior to becoming the President of Inter-Con, he served as Vice President and Assistant General Counsel from 1984 to 1985 and as Executive Vice President from 1985 to 1986. Mr. Hernandez serves as a director of McDonald's Corporation and Nordstrom, Inc. Mr. Killinger has been Chairman, President and Chief Executive Officer of Washington Mutual since 1991. Mr. Killinger became President and a director in 1988, its Chief Executive Officer in 1990 and Chairman of its Board of Directors in 1991. Mr. Killinger has served as a director of the Federal Home Loan Bank of Seattle since 1995 and a director of Simpson Investment Company since 1997. Mr. Matthews is the Chairman of the Executive Committee and Lead Director of Wolverine World Wide, Inc. and served as its Chairman from 1993 through 1996. He is also Chairman of the Board of Sizzler International, Inc. Mr. Matthews was Chairman and Chief Executive Officer of The Reliable Company from 1992 to 1997. Mr. Murphy is President and Chief Executive Officer of CPM Development Corporation, the parent company of Central Pre-Mix Concrete Company and Inland Asphalt Company. Mr. Murphy also serves as a trustee of the registered investment companies that comprise the WM Group of Funds. The investment adviser to the funds is an indirect wholly owned subsidiary of Washington Mutual. Ms. Pugh is the founder and President of Pugh Capital Management, Inc., a fixed income money management company. Prior to establishing Pugh Capital in 1991, Ms. Pugh served in a number of positions at Washington Mutual, including Senior Vice President of the Portfolio Management Division of Washington Mutual Bank from 1989 to 1991. Ms. Pugh is a Board and Executive Committee member of the Greater Seattle Chamber of Commerce, Chair of the Community Development Roundtable and a board member of the Seattle branch of the Federal Reserve Bank of San Francisco. Mr. Reed is a director of Simpson Investment Company, the holding company for Simpson Paper Company and Simpson Timber Company, and was Chairman from 1971 to 1996. Mr. Reed also serves as a director of Microsoft Corporation, PACCAR, Inc., SAFECO Corporation and The Seattle Times. Ms. Sanders is the founder and Principal of The Sanders Partnership, an executive management and leadership consulting firm. Prior to 1990 she served as a Vice President and General Manager of Nordstrom, Inc. She is also a director of Advantica Restaurant Group, Inc., Wal-Mart Stores, Inc., Wellpoint Health Networks Inc. and Wolverine World Wide, Inc. 4 9 Mr. Schulte served in various positions at KPMG from 1961-1990, including Vice Chairman and director from 1984 until 1990. Mr. Schulte is a director of Parsons Corporation and Vastar Resources, Inc. Mr. Stever retired as the Executive Vice President -- Public Policy of U S WEST, Inc. on December 31, 1996, which position he had held since January 1996. He was the Executive Vice President -- Public Policy and Human Resources of U S WEST, Inc. from November 1994 to January 1996 and was the Executive Vice President -- Public Policy of U S WEST Inc. and U S WEST Communications, Inc. from 1993 until 1994. He was President -- Public Policy of U S WEST Communications, Inc. from 1990 until 1993 and President -- Business Division from 1988 until 1990. Mr. Wood retired as the Chairman, Chief Executive Officer and a director of Pacific Enterprises, the holding company of Southern California Gas Company in 1998. Mr. Wood served in various positions, including as an executive officer of Pacific Enterprises' subsidiaries since 1960. Mr. Wood is a director of the Automobile Club of Southern California. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors of Washington Mutual has an Audit Committee, a Compensation and Stock Option Committee (the "Compensation Committee"), a Loan and Investment Committee, a Corporate Development Committee, a Corporate Relations Committee and a Planning and Nominating Committee. The Audit Committee's function is to meet with management, the internal auditors and the independent auditors to review and evaluate the Company's audited financial statements, internal accounting controls and regulatory examinations and to monitor the Company's compliance with laws, regulations and corporate policy. The Committee currently consists of Messrs. Beighle (Chairman), Eigsti, Frank, Hernandez, Reed and Schulte. The Compensation Committee reviews and approves compensation policies for all employees; develops, approves and administers the salaries, bonuses and equity compensation of all executive and senior officers of Washington Mutual and its subsidiaries; reviews compensation programs and practices for the Chief Executive Officer; and has supervisory control over the administration of Washington Mutual's compensation, stock option and other equity incentive plans, its pension and retirement plans and its other benefit plans and programs. The Committee currently consists of Messrs. Ellis (Chairman), Beighle, Murphy, Stever and Wood. The Loan and Investment Committee has supervisory control over all investments in, and dispositions of, securities and loans, all purchases of real estate and dispositions of property acquired by Washington Mutual (excluding the Company's premises or other real property acquired for use by the Company). The Committee currently consists of Messrs. Murphy (Chairman), Beighle, Bonderman, Crandall, Eigsti, Frank, Killinger, Reed, Stever and Wood and Ms. Pugh. The Corporate Development Committee was formed in December 1997 to review, on a case-by-case basis, with Washington Mutual's management all potential acquisitions presented to it. The Committee currently consists of Messrs. Killinger (Chairman), Beighle, Bonderman, Ellis and Wood. The Corporate Relations Committee was formed in December 1997 to monitor the Company's charitable giving and community service activities, including implementation of its ten-year $120 billion commitment to community reinvestment. The Committee currently consists of Mrs. Farrell (Chairman), Messrs. Eigsti, Frank, Gerberding and Killinger and Ms. Sanders. The Planning and Nominating Committee monitors Washington Mutual's operating and financial condition, reviews and approves Washington Mutual's strategic and operational plans and programs and assists the Board of Directors in policymaking functions. The Committee also recommends persons to fill vacancies on the Board of Directors and reviews the structure and operation of the Board of Directors. Pursuant to the Company's Bylaws, the Committee considers shareholder-recommended nominees for the Board of Directors, provided that such shareholder nominations must be submitted to the Company's Secretary not less than 90 days in advance of the mailing of the Proxy Statement as based on the prior year's mailing date. The 5 10 Committee currently consists of Messrs. Reed (Chairman), Crandall, Ellis, Gerberding, Hernandez, Killinger and Matthews and Mrs. Farrell. During 1999, the Company's Board of Directors met nine times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of all meetings held by committees on which he or she served, except that Mr. Crandall attended 70% of such meetings. COMPENSATION OF DIRECTORS Non-employee directors are compensated for their service on the Board of Directors and any committees on which they serve. Effective January 1, 2000, each non-employee director is paid an annual retainer fee of $34,000, $10,000 of which is distributed in restricted stock on a quarterly basis. Restrictions lapse on such restricted stock grants on the earlier of March 31st of the year in which a director reaches age 72 and a director's retirement from the Company, and the restricted stock earns quarterly dividends which are reinvested. Each director also receives $750 for attendance at purely telephonic board meetings and $1,500 for attendance in person or by telephone at other board meetings. In addition, directors who serve on committees receive $500 for attendance at purely telephonic committee meetings and $1,000 for attendance in person or by telephone at other committee meetings, plus travel and accommodation expenses, except that Corporate Development Committee members receive an annual fee of $5,000 in lieu of any fees for committee meeting attendance. The Chairman of the Audit Committee receives an additional annual fee of $7,000; the Chairman of the Compensation Committee receives an additional annual fee of $4,000; the Chairman of the Loan and Investment Committee receives an additional annual fee of $4,000; the Chairman of the Corporate Relations Committee receives an additional annual fee of $3,000; and the Chairman of the Planning and Nominating Committee receives an additional annual fee of $2,000. Mr. Killinger receives no compensation as a director. On February 16, 1999, each non-employee director was given an automatic grant of options to purchase 3,000 shares of Common Stock at an exercise price of $40.4375, the fair market value of the underlying Common Stock on the date of grant. If the shareholders approve the proposed amendments to the 1994 Stock Option Plan (described in Item 2 below), an additional automatic grant of options to purchase 4,000 shares of Common Stock will be deemed to have been made on December 21, 1999, to each non-employee director, with an exercise price of $25.4375, the fair market value of the underlying Common Stock on the date of grant. If the proposed amendment is not approved, an automatic grant of 4,000 shares will instead be deemed to have been made on February 15, 2000, at an exercise price of $22.6875, the fair market value of the underlying Common Stock on that date. All such options vest on the first anniversary of the grant. Messrs. Frank, Hernandez and Wood have residential loans outstanding with a non-bank subsidiary of Washington Mutual. All such loans were made by Great Western Financial Corporation ("GWFC") prior to the merger of GWFC with a subsidiary of the Company in July 1997 (the "Great Western Merger") pursuant to the Great Western Home Loan Program (the "GW Home Loan Program") described in this Proxy Statement under "Indebtedness of Management." Interest on those loans is generally at monthly adjustable rates equal to the cost of funds of Washington Mutual Bank, FA ("WMBFA"), a wholly owned subsidiary of Washington Mutual, plus 0.25%. This rate was approximately 2.425% below that on similar loans made to the general public in 1999. The economic benefit of preferential loans under the GW Home Loan Program to Messrs. Frank, Hernandez and Wood in 1999 was, respectively, $24,850, $53,318 and $25,551. Messrs. Frank, Hernandez and Wood are entitled to certain retirement benefits under an unfunded directors' retirement plan for which Washington Mutual has assumed responsibility as successor to GWFC. Upon termination of service on GWFC's Board of Directors, each eligible director became entitled under the plan to an annual retirement benefit equal to the sum of the annual retainer previously paid to members of the GWFC Board plus twelve times the monthly meeting fee, both as in effect at the time of the director's termination. Benefits are payable for a period equal to the number of years that the eligible director served as a director and will be provided to the surviving spouse or other designated beneficiary following an eligible director's death. Washington Mutual has purchased company owned cost-recovery life insurance on the lives of the participants in the plan. Messrs. Frank and Hernandez are entitled to receive quarterly payments of 6 11 $11,650 under the plan until October 2008 and Mr. Wood is entitled to receive such payments until October 2011. Accordingly, in 1999 each of the three directors received payments aggregating $46,600 under the plan. Messrs. Matthews and Schulte and Ms. Sanders are entitled to certain retirement benefits under an unfunded directors' retirement plan for which Washington Mutual has assumed responsibility as successor to H.F. Ahmanson & Company ("Ahmanson"). Upon termination of service on Ahmanson's Board of Directors, each eligible director became entitled under the plan to an annual retirement benefit equal to the director's pay during the twelve month period immediately preceding retirement from such Board. Benefits are payable for a period equal to the number of years that the eligible director served as an Ahmanson director and will be provided to the surviving spouse or other designated beneficiary following an eligible director's death. Washington Mutual has purchased company owned cost-recovery life insurance on the lives of the participants in the plan. Messrs. Matthews and Schulte and Ms. Sanders began receiving monthly payments of $2,000 under the plan beginning April 1, 1999. Messrs. Matthews and Schulte and Ms. Sanders are entitled to receive this benefit through May 2002, September 2006 and November 2007, respectively. Messrs. Frank, Hernandez and Wood have vested balances in an unfunded deferred compensation plan for certain former directors of GWFC for which Washington Mutual has assumed responsibility as successor to GWFC. No additional compensation may be deferred under this plan. Washington Mutual has purchased company owned cost-recovery life insurance on the lives of the participants. Interest accrues on fund balances under the plan at enhanced rates. Those interest amounts exceeded 120% of the applicable federal long-term rate compounded annually by $4,965, $4,993 and $5,627, respectively, for Messrs. Frank, Hernandez and Wood. PRINCIPAL HOLDERS OF COMMON STOCK The following table sets forth information regarding beneficial ownership of Common Stock by each person known to the Company to have owned more than 5% of the outstanding shares of the Common Stock on December 31, 1999. The following is based solely on statements filed with the Securities and Exchange Commission (the "SEC") or other information that the Company believes to be reliable. The named shareholder has sole voting and investment power with respect to the shares shown, except as noted below.
NAME AND ADDRESS OF SHARES OF COMMON STOCK PERCENT OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS ------------------- ---------------------- ---------- Capital Research and Management Company........ 35,340,300(1) 6.1
- ------------------------------ (1) Washington Mutual has obtained information concerning the Common Stock beneficially owned by Capital Research and Management Company ("CRMC") as of December 31, 1999 from a Schedule 13G dated February 10, 2000. According to the Schedule 13G, CRMC disclaims beneficial ownership pursuant to Rule 13d-4 of the Exchange Act. 7 12 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table and accompanying footnotes provide a summary of the beneficial ownership of the Common Stock as of March 3, 2000, by (i) directors, (ii) the Company's Chief Executive Officer, (iii) the other executive officers named in the executive compensation table set forth herein, and (iv) all current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers. Each of the individuals listed below owns less than one percent of the outstanding shares and voting power of the Common Stock of the Company, except that the Company's directors and executive officers as a group hold approximately 1.9%. In most cases, each individual has sole voting and investment power with respect to the shares he or she beneficially owns. Where that is not the case, voting and investment power is clarified in a footnote.
SHARES OF SHARES OF OPTIONS NAME COMMON STOCK(1) RESTRICTED STOCK(2) EXERCISABLE(3) TOTAL ---- --------------- ------------------- -------------- ---------- Douglas P. Beighle........ 22,279 579 12,000 34,858 David Bonderman........... 2,945,720(4) 579 7,500 2,953,799 J. Taylor Crandall........ 2,474,189(5) 579 7,500 2,482,268 Craig S. Davis............ 16,280(6) 30,073 111,667 158,020 Roger H. Eigsti........... 20,000 579 12,000 32,579 John W. Ellis............. 43,475(7) 579 12,000 56,054 Anne V. Farrell........... 6,000(8) 579 10,500 17,079 Stephen E. Frank.......... 5,500 579 22,875 28,954 William P. Gerberding..... 6,051(9) 579 12,000 18,630 Enrique Hernandez, Jr..... 675 579 22,875 24,129 Kerry K. Killinger........ 957,458(10) 125,563 1,163,497 2,246,518 William A. Longbrake...... 467,770(11) 33,664 171,667 673,101 Phillip D. Matthews....... 3,000 386 10,943 14,329 Michael K. Murphy......... 13,050(12) 579 12,000 25,629 Deanna W. Oppenheimer..... 56,338(13) 33,198 164,239 253,775 Mary E. Pugh.............. 1,739 256 0 1,995 William G. Reed, Jr....... 76,562(14) 579 12,000 89,141 Elizabeth A. Sanders...... 11,730(15) 386 8,040 20,156 William D. Schulte........ 4,200 386 29,880 34,466 James H. Stever........... 13,700(16) 579 12,000 26,279 Craig E. Tall............. 334,241(17) 35,008 189,669 558,918 S. Liane Wilson........... 173,129(18) 34,839 248,541 456,509 Willis B. Wood, Jr........ 4,050 579 29,625 34,254 All directors and executive officers as a group (28 persons)...... 7,827,879(19) 371,741 2,474,335 10,673,955
- --------------- (1) All fractional shares have been rounded up to the next highest share. (2) All restricted stock included is held in the Restricted Stock Plan and is subject to divestiture. (3) All options included are exercisable within 60 days after March 3, 2000. (4) Includes 383,275 shares held in escrow for the benefit of Keystone Holdings Partners, L.P. ("KH Partners") and its transferees pursuant to the merger agreement dated July 21, 1996, as amended November 1, 1996, by and among Washington Mutual, KH Partners, Keystone Holdings, Inc. ("Keystone Holdings") and certain of its subsidiaries (the "Merger Agreement"). KH Partners has distributed voting rights over such shares to its partners in accordance with their sharing percentages, and Mr. Bonderman, as a limited partner of KH Partners, may be deemed to be the beneficial owner of 383,275 8 13 shares as to which voting rights have been distributed to him. In addition, Mr. Bonderman is the president and sole shareholder of KH Group Management, Inc. ("KH Group") which is the direct beneficial owner of 547,215 shares of common stock. This number includes 91,428 shares held in escrow pursuant to the Merger Agreement. KH Group, as a limited partner of KH Partners, may be deemed to be the beneficial owner of such 91,428 shares, as to which voting rights have been distributed to it. Finally, Mr. Bonderman is the president and sole shareholder of Bondo, FTW, Inc., which is the direct beneficial owner of 103,479 shares of common stock. (5) Includes 21,183 shares held by Acadia MGP, Inc ("Acadia MGP") and 1,558,336 Litigation Escrow Shares held for the benefit of KH Partners and its transferees, as to which voting rights have been distributed to Acadia Partners, L.P. ("Acadia") in accordance with its sharing percentage as a limited partner of KH Partners. Mr. Crandall is the president and sole shareholder of Acadia MGP, which is the managing general partner of Acadia FW Partners, L.P., which in turn is the sole general partner of Acadia. Mr. Crandall disclaims beneficial ownership of any shares owned by Acadia in excess of the greater of Mr. Crandall's direct and indirect interest in the profits or capital account of Acadia. Also includes 83,142 Litigation Escrow Shares held for the benefit of KH Partners and its transferees, as to which voting rights have been distributed to Mr. Crandall in accordance with his sharing percentage as a limited partner of KH Partners. (6) Includes 10,000 shares held in the Davis Family Trust and 4,144 shares held in the RSIP. (7) Includes 2,250 shares held in trust for the benefit of Mr. Ellis' grandchildren. (8) Includes 3,000 shares held jointly with Mrs. Farrell's spouse. (9) Includes 2,632 shares held jointly with Mr. Gerberding's spouse. (10) Includes 1,675 shares held in the RSIP. (11) Includes 9,921 shares held directly by Mr. Longbrake's spouse, 17,600 shares held in a family foundation and 3,036 shares held in trust for the benefit of Mr. Longbrake's children. (12) Includes 2,250 shares held jointly with Mr. Murphy's spouse. (13) Includes 5,083 shares held in the RSIP. (14) All shares are held jointly with Mr. Reed's spouse. (15) Includes 1,680 shares held jointly with Ms. Sanders' spouse. (16) Includes 1,200 shares held in the Stever Family Foundation, for which Mr. Stever is the President, and 7,500 shares that are held jointly with Mr. Stever's spouse. (17) Includes 1,000 shares held directly by Mr. Tall's spouse and 57,262 shares held in the RSIP. (18) Includes 580 shares held in the RSIP. (19) Includes 95,332 shares held in the RSIP. 9 14 EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table and related notes set forth all compensation received from the Company for the three fiscal years ended December 31, 1999, by the Company's Chief Executive Officer and the five most highly paid executive officers (other than the Chief Executive Officer) who were serving as executive officers at the end of 1999 (collectively, the "Named Executive Officers").
LONG-TERM ANNUAL COMPENSATION COMPENSATION(1) ----------------------------------- --------------- OTHER SECURITIES ALL ANNUAL UNDERLYING OTHER COMPEN- OPTIONS COMPEN- NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION GRANTED(#)(2) SATION(3) --------------------------- ---- ---------- ---------- --------- --------------- --------- Kerry K. Killinger.................. 1999 $1,000,000 $1,550,700 $ 0 390,000(4) $241,140 Chairman, President and 1998 900,000 738,000 0 220,500 214,247 Chief Executive Officer 1997 833,336 575,684 0 202,500 145,560 Craig E. Tall....................... 1999 440,000 465,210 0 110,000 82,823 Vice Chair, Corporate Development, 1998 400,000 246,000 0 67,500 62,923 Consumer Finance and Commercial 1997 333,874 197,473 0 60,000 48,452 Banking Craig S. Davis...................... 1999 430,000 465,210 0 110,000 39,241 President, Mortgage Banking and 1998 390,000 246,000 0 67,500 34,895(5) Financial Services Groups 1997 330,000 160,656 19,222(6) 30,000 14,131(5) Deanna W. Oppenheimer............... 1999 430,000 465,210 0 110,000 63,204 President, Consumer Banking 1998 390,000 246,000 0 67,500 52,357 Group 1997 314,624 174,713 0 45,000 37,123 William A. Longbrake................ 1999 410,000 465,210 0 110,000 79,491 Vice Chair and Chief Financial 1998 380,000 246,000 0 67,500 61,751 Officer 1997 310,000 197,473 0 60,000 0 S. Liane Wilson..................... 1999 410,000 465,210 0 110,000 80,650 Vice Chair, Corporate Technology 1998 390,000 246,000 0 67,500 70,695 1997 316,672 197,473 0 60,000 46,154
- --------------- (1) In previous years, the Named Executive Officers were awarded restricted stock. These awards have vesting provisions based on either performance criteria or length of service. The number and value of the aggregate restricted stock holdings of each of the Named Executive Officers, based on the value of the Common Stock as of the close of trading on December 31, 1999, is set forth in the table below. Such holdings include restricted stock awards reported as long-term incentive plan awards and shares acquired through the reinvestment of dividends, but exclude shares with respect to which restrictions have lapsed. All fractional shares have been rounded up to the next highest share.
NUMBER VALUE AT NAME OF SHARES DECEMBER 31, 1999 ---- --------- ----------------- Kerry K. Killinger................................ 125,301 $3,211,220 Craig E. Tall..................................... 34,943 895,276 Craig S. Davis.................................... 28,935 769,084 Deanna W. Oppenheimer............................. 32,753 849,006 William A. Longbrake.............................. 33,273 860,934 S. Liane Wilson................................... 34,545 890,973
(2) The options shown in this column as 1999 compensation were granted on December 15, 1998. (3) The amounts shown in this column include the following: (a) Profit sharing and Company matching contributions under the Company's RSIP during fiscal 1999 of $9,600 for each of Messrs. Killinger, Tall, Davis and Longbrake and Ms. Oppenheimer and Ms. Wilson. 10 15 (b) Allocations under the Company's Supplemental Employee Retirement Plan (the "SERP") during fiscal 1999 of $113,485, $37,374, $29,641, $35,242, $36,663, and $35,802 to the accounts of Messrs. Killinger, Tall, Davis and Longbrake and Ms. Oppenheimer and Ms. Wilson, respectively. The SERP is a nonqualified, non-contributory plan of deferred compensation to provide benefits that exceed certain limits imposed by federal tax laws on benefit accruals under the Company's Cash Balance Pension Plan (the "Pension Plan") and the RSIP. (c) Allocations under the Supplemental Executive Retirement Accumulation Plan (the "SERAP") during fiscal 1999 of $118,055, $35,849, $34,649, $16,941, and $35,248 to the accounts of Messrs. Killinger, Tall, Longbrake and Ms. Oppenheimer and Ms. Wilson, respectively. The purpose of this plan is to provide retirement benefits for certain executive employees of the Company and its affiliates. The Company's Compensation Committee determines the level of benefits under the SERAP. (4) Fifteen thousand of the options granted to Mr. Killinger as 1999 compensation are contingent upon shareholder approval of an increase in the number of options that may be granted under the 1994 Stock Option Plan to any participant in any calendar year. Shareholder approval at this Annual Meeting of the proposed amendments to the 1994 Stock Option Plan would satisfy this contingency. (5) Includes, in addition to amounts set forth in note 2 to this Summary Compensation Table, $3,516 and $1,516, in 1997 and 1998, respectively, of interest paid in excess of 120% of the applicable federal long-term rate compounded annually on the balance of funds in an unfunded deferred compensation plan for certain former employees of American Savings Bank, F.A. ("ASB"). ASB became a subsidiary of the Company upon the merger of Keystone Holdings with and into Washington Mutual on December 20, 1996 pursuant to the Keystone Merger Agreement and is now WMBFA. No additional compensation may be deferred under this plan. (6) Includes reimbursement of relocation expenses of $14,147 paid pursuant to Washington Mutual's relocation plan for which key managerial personnel generally are eligible and full tax gross-up of $5,075 on such expenses. GRANTS OF STOCK OPTIONS IN 1999 The following table sets forth information on stock option grants during fiscal 1999 to the Named Executive Officers. The options set forth in the table below were granted on December 21, 1999 as a part of recipient's 2000 compensation.
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF NUMBER OF PERCENT OF STOCK PRICE APPRECIATION FOR SECURITIES TOTAL OPTIONS TEN YEAR OPTION TERM(2) UNDERLYING GRANTED TO EXERCISE ----------------------------- OPTIONS EMPLOYEES IN PRICE EXPIRATION 5% 10% NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE ($) ($) ---- ---------- ------------- --------- ---------- ------------ ------------- Kerry K. Killinger...... 520,000(3) 13.2 25.4375 12/21/09 8,318,700 21,081,216 Craig E. Tall........... 135,000 3.4 25.4375 12/21/09 2,159,663 5,473,008 Craig S. Davis.......... 135,000 3.4 25.4375 12/21/09 2,159,663 5,473,008 Deanna W. Oppenheimer... 135,000 3.4 25.4375 12/21/09 2,159,663 5,473,008 William A. Longbrake.... 135,000 3.4 25.4375 12/21/09 2,159,663 5,473,008 S. Liane Wilson......... 115,000 2.93 25.4375 12/21/09 1,839,713 4,662,192
- ------------------------------ (1) Each of the options reflected in this table was granted to the respective Named Executive Officer pursuant to the Washington Mutual Amended and Restated 1994 Stock Option Plan ("1994 Stock Option Plan"). The exercise price of each option is equal to the fair market value of Common Stock on the date of grant. The options have a 10-year term and vest over three years. (2) These assumed rates of appreciation are provided in order to comply with the requirements of the SEC and do not represent the Company's expectation as to the actual rate of appreciation of the Common Stock. These gains are based on assumed rates of annual compound stock price appreciation of 5% and 10% from 11 16 the date the options were granted over the full option term. The actual value of the options will depend on the performance of the Common Stock and may be greater or less than the amounts shown. (3) One hundred forty-five thousand of the options granted to Mr. Killinger in 1999 are contingent upon shareholder approval of an increase in the number of options that may be granted under the 1994 Stock Option Plan to any participant in any calendar year. Shareholder approval at this Annual Meeting of the proposed amendments to the 1994 Stock Option Plan would satisfy this contingency. AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES The following table sets forth information on the exercise of stock options during fiscal 1999 by each of the Named Executive Officers and the value of unexercised options at December 31, 1999.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED SHARES OPTIONS AT IN-THE-MONEY OPTIONS ACQUIRED ON VALUE FISCAL YEAR END(#) AT FISCAL YEAR END($)(2) EXERCISE REALIZED --------------------------- --------------------------- NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- --------- ----------- ------------- ----------- ------------- Kerry K. Killinger......... 51,875 1,493,689 1,163,497 333,500 17,698,422 -0- Craig E. Tall.............. 69,372 1,748,022 189,669 95,833 1,242,052 -0- Craig S. Davis............. -- -- 111,667 95,833 -0- -0- Deanna W. Oppenheimer...... 19,425 194,186 164,239 95,833 972,176 -0- William A. Longbrake....... -- -- 171,667 95,833 776,250 -0- S. Liane Wilson............ -- -- 248,541 95,833 2,765,365 -0-
- ------------------------------ (1) The value realized is the difference between the fair market value of the underlying stock at the time of exercise and the exercise price. (2) Amounts are based on the fair market value of Washington Mutual Common Stock on the last trading day of the year, December 31, 1999, which was $25.8750. PENSION PLANS AND AGREEMENTS CASH BALANCE PENSION PLAN Pursuant to the terms of the Cash Balance Pension Plan (the "Pension Plan"), participants annually receive benefit accruals based upon eligible compensation and interest credits on current and prior benefit accruals. Through December 31, 1994, the Pension Plan annually credited each participant with 3% of total eligible cash compensation. Beginning January 1, 1995, the crediting rate is based on years of service with Washington Mutual. Effective January 1, 2000, for service up to four years, the benefit credit is 2.5%; for service from five to nine years, the benefit credit is 3%; for service from ten to fourteen years, the benefit credit is 4%; for service from fifteen to nineteen years, the benefit credit is 5%; for twenty years or more, the benefit credit is 6%. Eligible cash compensation includes base salary, incentive payments, bonuses and overtime. Effective October 1, 1995, the Pension Plan annually credits interest on all benefit accruals at the rate quoted for the yield on U.S. government securities adjusted to a constant maturity of 30 years at the beginning of each Pension Plan year. Effective October 1, 1998, the Pension Plan credits benefit accruals (based on years of service) each pay period. Interest credits are allocated daily to participant accounts. The interest credit rate for 1999 was 5.25%. Participants may elect to receive, at the time of termination, a lump sum distribution of their vested balances or an annuitized payment from the Pension Plan's Trust Fund. The Pension Plan complies with the Employee Retirement Income Security Act of 1974 (ERISA). In general, all employees become eligible to participate in the Pension Plan beginning with the quarter following completion of one year of service with Washington Mutual during which they work a minimum of 1,000 hours. An employee's balance in the Pension Plan becomes vested at a graduated rate after two years of service, with full vesting after five years of active service. There are no employee contributions to the Pension Plan. 12 17 The following is an estimate of annual benefits payable upon retirement at normal retirement age to each of the Named Executive Officers under the Pension Plan. These projections are based on an interest crediting rate of 6.15% and are not subject to any deduction for Social Security or other offset amounts.
ESTIMATED ANNUAL NAME BENEFITS AT 65 YEARS OF AGE($) ---- ------------------------------ Kerry K. Killinger.................................. 57,118 Craig E. Tall....................................... 38,045 Craig S. Davis...................................... 21,674 Deanna W. Oppenheimer............................... 82,702 William A. Longbrake................................ 14,913 S. Liane Wilson..................................... 27,110
EMPLOYMENT, TERMINATION AND CHANGE IN CONTROL AGREEMENTS Washington Mutual has entered into a separate employment agreement with each of the Named Executive Officers for a term that continues until either the Board of Directors in its sole discretion or the Named Executive Officer in his or her sole discretion terminates the respective agreement in accordance with its terms. Under the employment agreements, the annual salary of the Named Executive Officer is determined by the Compensation Committee of the Board of Directors, which has set 2000 salaries at $1,000,000, $460,000, $450,000, $430,000, $450,000 and $420,000, respectively, for Messrs. Killinger, Tall, Davis and Longbrake, Ms. Oppenheimer and Ms. Wilson. Upon termination for any reason upon or within three years after a Change in Control, or upon resignation for Good Cause upon or within three years after a Change in Control (as Change in Control and Good Cause are defined in the individual employment agreements), the Named Executive Officer will be paid three times his or her total annual compensation including the greater of salary and target bonus for the calendar year in which the termination occurs (if established before the termination) or salary and actual bonus for the prior calendar year (annualized if the Named Executive Officer was not employed by the Company for the entire calendar year), but excluding the value of grants of stock options or restricted stock. In addition, all of the Named Executive Officer's outstanding, unvested options will immediately vest and become exercisable, and, subject to prior approval of the Compensation Committee, restrictions on all or certain grants of the Named Executive Officer's restricted stock will immediately lapse. Pursuant to this provision of the employment agreements, the Compensation Committee has determined that, upon a Change in Control, the restrictions on the Named Executive Officers' 1996 and 1997 performance-based restricted stock grants will lapse, in whole or in part, based on Washington Mutual's achievement of certain targeted levels of cumulative ROCE through a specified date on or before the effective date of the Change in Control. Mr. Killinger's agreement provides that he also shall be entitled to such cash payments and equity acceleration (the "Severance Payment") if he is terminated other than for Cause (as defined in Mr. Killinger's agreement), whether or not a Change in Control has occurred. Under the terms of the agreements, if the Severance Payment constitutes a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the agreement provides for payment of an additional amount (the "Gross-Up Payment") to the Named Executive Officer within a specified period of time. The Gross-Up Payment would be equal to the amount necessary to cause the net amount retained by the Named Executive Officer, after subtracting the parachute excise tax imposed by Section 4999 of the Code (the "Excise Tax") and any federal, state and local income taxes, FICA tax and Excise Tax on the Gross-Up Payment, to be equal to the net amount the Named Executive Officer would have retained had no Excise Tax been imposed and no Gross-Up Payment been paid. Pursuant to his 1982 employment agreement, Mr. Killinger entered into a deferred bonus arrangement with Washington Mutual pursuant to which certain deferred bonus amounts and accrued interest thereon are payable to Mr. Killinger upon death, resignation or retirement. As of December 31, 1999, the accrued benefits under such arrangement totaled $158,468. 13 18 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In 1999 the Company paid $75,127 to Pugh Capital Management, Inc. for investment advisory services. Ms. Mary E. Pugh, a director of the Company, is the President of Pugh Capital. In 1999 the Company paid $153,425 to Columbia Resource Group ("CRG") an event management and planning group, and Bell Harbor International Conference Center, which is managed by CRG Hospitality, a property management company, for coordinating Company conferences. Mr. John Oppenheimer, the husband of Ms. Deanna Oppenheimer, President, Consumer Banking Group, is an owner of both CRG and CRG Hospitality. INDEBTEDNESS OF MANAGEMENT Except as set forth in the table below, no executive officer or director of the Company was indebted to the Company or its subsidiaries at any time since the beginning of 1999 in an amount in excess of $60,000. In each case Washington Mutual or one of its subsidiaries is the lender for a residential loan secured by a deed of trust or mortgage on the respective residence of the executive officer or director.
LARGEST AMOUNT INDEBTEDNESS CURRENT OF INDEBTEDNESS NATURE OF OUTSTANDING AT INTEREST NAME AND POSITION DURING 1999($) INDEBTEDNESS MARCH 3, 2000($) RATE(%) ----------------- --------------- ------------ ---------------- -------- Stephen E. Frank 1,024,758 Residential(1) 1,004,226 5.0741 Director Enrique Hernandez, Jr. 850,866 Residential(1) 830,470 5.0741 Director 1,347,849 Residential(1) 1,320,671 5.0741 Willis B. Wood, Jr. 675,535 Residential(1) 657,490 5.0741 Director 378,131 Residential(1) 369,901 5.0741
- ------------------------------ (1) Interest on the loans is payable at monthly adjustable rates equal to WMBFA's cost of funds plus 0.25%. The rates were approximately 2.2% below similar loans to the public during 1998. The loans were made by GWFC prior to the Great Western Merger, to Messrs. Frank, Hernandez and Wood as directors of GWFC pursuant to the GW Home Loan Program. Under the GW Home Loan Program, employees, officers and directors of GWFC and its affiliates were able to obtain loans in amounts up to 90% of the appraised value of their primary and secondary residences. Executive officers and directors that had loans outstanding under the GW Home Loan Program at the time of the Great Western Merger were entitled to continue their participation, because all participants were protected against adverse amendments to the terms of existing loans or suspensions of the GW Home Loan Program following a change in control. At Washington Mutual's request, GWFC stopped approving applications for the GW Home Loan Program prior to the Great Western Merger. Washington Mutual currently does not make any loans to directors. Ms. Fay L. Chapman, Mr. William W. Ehrlich, Mr. Richard M. Levy and Mr. William A. Longbrake, executive officers of the Company, and Stephen E. Frank and Mary E. Pugh, directors of the Company, also have home loans that were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features. Washington Mutual currently does not make any loans to members of the Officers' Executive Committee which consists of Mr. Killinger, Ms. Chapman, Mr. Davis, Mr. Ehrlich, Mr. Steven P. Freimuth, Mr. Longbrake, Ms. Oppenheimer, Mr. Tall and Ms. Wilson. Each of Ms. Chapman, Mr. Ehrlich and Mr. Longbrake received their loans prior to becoming members of this Committee, of which Mr. Levy is not a member. 14 19 REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE The following Report of the Compensation Committee and the Performance Graphs included in this Proxy Statement shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. OVERVIEW As part of its duties, the Compensation and Stock Option Committee of the Board of Directors develops and administers Washington Mutual's executive and senior officer compensation programs and establishes and administers annual and long-term incentive compensation plans for executive and senior management, including awards of restricted stock and stock options. As part of the Compensation Committee's long-term incentive compensation strategy, it establishes specific awards of stock options and restricted stock for executive and senior officers. The Compensation Committee also makes recommendations to the Board of Directors with respect to the compensation program for the Chief Executive Officer of Washington Mutual, including annual and long-term incentive compensation plans. The compensation program for Washington Mutual's executive and senior officers for 1999 consisted of a combination of base salary, cash bonus awards primarily under the Company's Bonus and Incentive Plan for Executive Officers and Senior Management (the "Bonus Plan"); option grants under the Company's 1994 Stock Option Plan; awards under the Company's Supplemental Executive Retirement Accumulation Plan; participation in investment, retirement and other benefit programs generally available to employees; and certain additional perquisites that vary with the level of responsibility. Certain newly hired senior officers also received restricted stock awards under the Restricted Stock Plan. The Compensation Committee is comprised of independent directors, none of whom is or has been an employee of Washington Mutual. The Compensation Committee hires and utilizes an independent compensation consultant to assist it in its deliberations. COMPENSATION POLICY In determining the compensation for a particular executive or senior officer, the Compensation Committee is guided by the following objectives: - Attracting and retaining highly qualified officers by maintaining competitive compensation packages for officers; - Motivating those officers to achieve and maintain superior performance levels; - Maintaining compensation packages that are equitable relative to efforts, skills and responsibilities of the officer when compared to other positions in Washington Mutual; and - Making a significant portion of each officer's total compensation package at risk and dependent on Company performance and creation of long-term shareholder value. The Compensation Committee believes that total compensation for executive and senior officers should be sufficiently competitive with compensation paid by financial institutions of similar size, with lines of business, geographic dispersion and market place position similar to Washington Mutual so that the Company can attract and retain qualified officers who will contribute to Washington Mutual's long-term success. The independent compensation consultant provides such information and market survey data for use by the Compensation Committee in its deliberations. Compensation payments in excess of $1 million to the Company's five most highly compensated executive officers are subject to a limitation on deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Certain performance-based compensation is not subject to the limitation on deductibility. Stock option grants under the 1994 Stock Option Plan, cash bonuses granted under 15 20 the Bonus Plan and restricted stock awards made under Section 6.6 of the Restricted Stock Plan are intended to qualify for the performance-based exception to the $1 million limitation on deductibility of compensation payments. The Compensation Committee nevertheless retains the discretion to provide non-deductible compensation to reward performance that increases the long-term value of the Company. SALARY The Compensation Committee evaluates the individual performance of the executive officers based on performance reviews conducted by the Chief Executive Officer. In evaluating an executive officer, the Compensation Committee qualitatively reviews the significance of the position held by the officer and the officer's experience and contribution, which is based upon an assessment of the officer's management skills, judgment, application of knowledge and information, and support of corporate values and priorities. The Compensation Committee sets base salary levels for the executive officers and recommends to the Board of Directors a base salary level for the Chief Executive Officer. The recommendation of base salary levels for the executive officers is based primarily on the market data provided by the outside compensation consultant and the performance of each executive officer for the previous year. The Compensation Committee determines the closest comparable position in the market data and then adjusts the recommended target based on specific job responsibilities within the Company and the individual performance review. The base salary component is intended to be at the median of the applicable market salaries. ANNUAL CASH BONUS AWARD Each year, in its determination of bonuses for executive officers, the Compensation Committee first identifies a target bonus based on the market survey data provided by the outside consultant. The target bonus is positioned at the median of market salary levels for each position. For the year 2000, the target bonus opportunity was also modified by the significance of the position to the Company. Executive officers are entitled to receive some percentage of the target bonus based on the Company's achievement of established business goals that are long-term determinants of shareholder value. For 1999, one-third of the target bonus depended on Washington Mutual achieving its goal for return on common equity ("ROCE"), one-third depended on achieving its goal for operating efficiency and one-third depended upon achieving its goal on control of net expense. No bonus would have been paid if established thresholds were not met and executive officers could have received up to 150% of their target bonus if Washington Mutual exceeded its business targets. For 1999, the bonus component achievements were slightly over target resulting in a payout at 103.38% of target. For 2000, the Compensation Committee has adopted business goals for the Bonus Plan that base 30% of the target bonus on Earnings Per Share ("EPS"), 30% on operating efficiency and 40% on control of net expense. RESTRICTED STOCK The Compensation Committee did not make any grants of restricted stock to executive officers in either 1998 or 1999; however, in 1996 and 1997 performance-based restricted stock grants were made to executive and senior officers to provide long-term incentive in the creation of shareholder value and to encourage the recipient to remain at Washington Mutual. The 1996 and 1997 grants have restrictions that begin to lapse in 2000. One-third of the shares' restrictions will lapse in 2000, since the Company achieved during the relevant time period certain targeted levels of cumulative ROCE, which the Compensation Committee believes is an important element in creating shareholder value. An additional one-third of the shares' restrictions will lapse in 2001 and all restrictions lapse in 2002, if the Company achieves certain targeted levels of cumulative ROCE. STOCK OPTIONS Awards of stock options under the 1994 Stock Option Plan are designed to provide long-term incentives for executive and senior officers that are directly linked to the enhancement of long-term shareholder value. 16 21 The Compensation Committee selects the executive officers who will receive stock options and determines the number of shares subject to each option. The size of the individual option grants is generally intended to reflect the officer's position within Washington Mutual and his or her performance and contributions to the Company. In determining the size of the option grant, the Compensation Committee also analyzes the value of the options using an option valuation methodology. CEO COMPENSATION Compensation for Washington Mutual's Chief Executive Officer, Mr. Killinger, was determined based upon the same general policies and criteria as the compensation for other executive officers. Mr. Killinger's base salary and target bonus for 1999 were approved by the Board at its December 1998 meeting upon the recommendation of the Compensation Committee. In making its recommendation, the Compensation Committee reviewed the outside compensation consultant's market survey data and considered the financial and operating results of Washington Mutual in fiscal 1998 and the Company's 1999 financial and business plans. Based on the factors set out in "Cash Bonus Award," Mr. Killinger's bonus for 1999 was calculated in the same manner as described above for the other executive officers. In evaluating Mr. Killinger's 1999 performance, the Compensation Committee used both quantitative and qualitative criteria, such as record earnings of $1.82 billion, which is indicative of creation of shareholder value; capital strength, as evidenced by the continued qualification of all of the Company's banking subsidiaries as "well capitalized"; strong asset quality; operating efficiency; growth in assets to $186.51 billion; the resulting size and quality of the organization, and in particular the expansion of the franchise as a result of mergers and acquisitions; Mr. Killinger's leadership of the Company and his industry and community leadership. The Compensation Committee's assessment of Mr. Killinger's performance was reviewed with the Board of Directors. In determining the size of Mr. Killinger's option grant, the Compensation Committee reviewed the market survey data and other information provided by the outside consultant. Based on these considerations, as compensation for 1999, Mr. Killinger was awarded an option to purchase 390,000 shares. The Compensation Committee concluded that Mr. Killinger's performance in 1999 fully supported the total compensation awarded. COMPENSATION AND STOCK OPTION COMMITTEE John W. Ellis, Chairman Douglas P. Beighle Michael K. Murphy James H. Stever Willis B. Wood, Jr. 17 22 PERFORMANCE GRAPH The following two graphs compare the cumulative total shareholder return (stock price appreciation plus reinvested dividends) on Washington Mutual Common Stock against the cumulative total return of the S&P 500 Composite Index and the S&P Financial Index since 1994 and since Washington Mutual first became a publicly traded company on March 11, 1983, respectively. The graphs assume that $100 was invested on, respectively, December 31, 1994 and March 11, 1983 in each of the Company Common Stock, the S&P 500 Composite Index and the S&P Financial Index, and that all dividends were reinvested. Management of Washington Mutual cautions that the stock price performance shown in the graphs below should not be considered indicative of potential future stock price performance. COMPARISON OF CUMULATIVE TOTAL RETURN AMONG THE COMMON STOCK OF WASHINGTON MUTUAL, THE S&P 500 COMPOSITE INDEX, AND THE S&P FINANCIAL INDEX
WASHINGTON MUTUAL INC S&P FINANCIAL INDEX S&P 500 COMP-LTD ----------------- ------------------- ---------------- Base Period Dec 94 100.00 100.00 100.00 Dec 95 177.31 154.37 137.58 Dec 96 273.19 208.66 169.17 Dec 97 409.73 309.05 225.60 Dec 98 376.99 344.36 290.08 Dec 99 260.82 358.03 351.12
WASHINGTON MUTUAL INC S&P FINANCIAL INDEX S&P 500 INDEX ----------------- ------------------- ------------- Mar 83 100.00 100.00 100.00 Dec 83 106.00 99.18 111.35 Dec 84 92.99 108.49 118.28 Dec 85 137.02 154.64 155.70 Dec 86 281.20 167.02 184.69 Dec 87 263.99 139.02 194.26 Dec 88 268.61 164.23 226.31 Dec 89 365.43 217.79 297.80 Dec 90 245.10 171.14 288.51 Dec 91 698.89 257.65 376.04 Dec 92 1066.19 317.68 404.66 Dec 93 1172.34 352.94 445.45 Dec 94 848.84 340.45 451.33 Dec 95 1505.11 524.37 620.93 Dec 96 2318.95 708.78 763.50 Dec 97 3477.91 1049.76 1019.22 Dec 98 3200.05 1169.69 1309.21 Dec-99 2213.97 1216.13 1584.69
18 23 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under Section 16(a) of the Securities Exchange Act, and the regulations thereunder, Washington Mutual's directors, executive officers and beneficial owners of more than 10% of any registered class of Washington Mutual equity securities are required to file reports of their ownership, and any changes in that ownership, with the SEC. Based solely on its review of copies of these reports and on written representations from such reporting persons, Washington Mutual believes that during fiscal year 1999, such persons filed all ownership reports and reported all transactions on a timely basis, except that Mrs. Anne Farrell did not timely report one transaction, subsequently reported on a Form 5; Mr. David Bonderman did not timely report one transaction, subsequently reported on an amended Form 5; and Mr. J. Taylor Crandall did not timely report one transaction, subsequently reported on an amended Form 5. ITEM 2. AMENDMENT OF THE WASHINGTON MUTUAL AMENDED AND RESTATED 1994 STOCK OPTION PLAN The shareholders are being asked to approve amendments to the 1994 Stock Option Plan that will (i) increase the number of shares reserved for issuance thereunder by 12,000,000 shares of common stock to an aggregate of 30,000,000 shares, (ii) increase the maximum number of shares with respect to which options may be granted to any participant in any calendar year from 375,000 shares to 1,500,000 shares, effective retroactive to December 15, 1998, (iii) extend the duration of the 1994 Stock Option Plan to April 18, 2010, (iv) increase the number of shares with respect to which options may be granted to non-employee members of the Board in any calendar year from 3,000 to 4,000, effective as of December 21, 1999 and (v) change the date on which nonqualified options are granted automatically to non-employee members of the Board from the third Tuesday in February to the third Tuesday in December, effective as of December 21, 1999, with the vesting date of such grants made in December being the third Tuesday of the December following the year of grant. The 1994 Stock Option Plan, as so amended, will continue to provide for "incentive stock options" that qualify under Section 422 of the Code and options not so qualified ("nonqualified options") to purchase common stock. Stock options may be granted to employees, consultants and advisors of the Company or its affiliates, and stock options to purchase 4,000 shares of stock are automatically granted annually to non-employee members of the Board (such increase from 3,000 shares subject to shareholder approval at this annual meeting). It is expected that the majority of the common stock available under the 1994 Stock Option Plan, as amended, would be granted to the Company's executive and senior management. The purpose of the 1994 Stock Option Plan is to increase shareholder value by providing a performance incentive to those who receive stock options thereunder ("participants"), aligning the participants' interests with those of the Company, its affiliates and its shareholders through increased stock ownership, and assisting the Company in attracting, retaining and motivating the best available talent for the successful conduct of its business. The 1994 Stock Option Plan is structured to allow the Compensation Committee broad discretion in granting stock options in order to accomplish these purposes. The Board of Directors believes the remaining shares under the 1994 Stock Option Plan, and the current limitation on the number of stock options that may be granted to a participant in a given calendar year, are insufficient to accomplish these purposes. The Board further believes it is appropriate to make the proposed increase in the number of shares with respect to which options may be granted to a participant retroactive to December 15, 1998, thereby making effective certain stock options that the Compensation Committee granted to Mr. Killinger, subject to such shareholder approval, on December 15, 1998 and December 21, 1999, that exceeded the current per-participant limit by 15,000 shares and 145,000 shares, respectively. SUMMARY OF THE 1994 STOCK OPTION PLAN The following description of the 1994 Stock Option Plan, as proposed to be amended, is qualified in its entirety by and subject to the terms and conditions of the 1994 Stock Option Plan itself. A copy of the 1994 Stock Option Plan reflecting the proposed amendments may be obtained by sending a written request to the Company's Secretary at the address listed on page 34 of this Proxy Statement. 19 24 ADMINISTRATION The Compensation Committee administers the 1994 Stock Option Plan. The Compensation Committee is composed of two or more outside directors. The Compensation Committee selects the persons to whom awards of stock options are made, the number of shares underlying stock options awarded, the price at which options may be exercised to purchase stock (provided that the exercise price is equal to, or greater than, 100% of the fair market value of stock on the grant date of the option), and other terms and conditions of the award of stock options. ELIGIBILITY Employees, consultants and advisors of the Company and its affiliates are eligible to participate in the 1994 Stock Option Plan. Members of the Company's Board of Directors who are not employees of the Company or any of its affiliates receive annual automatic grants of options to purchase 4,000 shares of stock. The proposed amendments would change the date on which these automatic grants are made to the third Tuesday in December and the vesting date for these grants to the third Tuesday of the following December. Except with respect to these automatic grants, the Compensation Committee has general discretion to determine which eligible participants are to receive awards of stock options. Awards granted under the 1994 Stock Option Plan are evidenced by agreements subject to all applicable provisions of the 1994 Stock Option Plan. SHARES AVAILABLE FOR GRANT The maximum aggregate number of shares of stock that may be issued pursuant to options granted under the 1994 Stock Option Plan, as amended, will be 30,000,000 shares, subject to increases and adjustments for stock dividends, stock splits and other events as provided in the 1994 Stock Option Plan. Subject to such increases and adjustments, after accounting for options granted under the 1994 Stock Option Plan as of February 29, 2000, approximately 16,610,223 shares will be available for future grants under the 1994 Stock Option Plan. ADDITIONAL TERMS AND CONDITIONS OF THE 1994 STOCK OPTION PLAN Exercise Price. The price to be paid for shares of common stock upon exercise of an option may not be less than the fair market value of such shares on the grant date, determined in good faith by the Compensation Committee. The exercise price of any incentive stock option granted to a participant owning more than 10% of the outstanding shares of the Company may not be less than 110% of such fair market value. Limitation on Incentive Stock Options. The aggregate fair market value (determined at the time the option is granted) of shares with respect to which incentive stock options are exercisable for the first time during any calendar year may not exceed $100,000. If this limit is exceeded, the excess options will be treated as nonqualified options. Method of Exercise. An option may be exercised in whole or in part at such times and on such terms as are prescribed by the Compensation Committee in the participant's option agreement. The exercise price may be paid by delivery to the Company of cash or, unless prohibited by the Compensation Committee, previously acquired shares of common stock of the Company, or other property acceptable to the Compensation Committee. As long as the common stock is registered with the SEC under the Exchange Act, and neither the Compensation Committee nor applicable laws or regulations prohibit the practice, a participant may make a cashless exercise of an option by delivery of a properly executed exercise notice together with irrevocable instructions to a broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price in compliance with Regulation T of the Federal Reserve Board. Employees of the Company or its affiliates who exercise options must pay or make arrangements to pay withholding tax requirements applicable to the exercise of nonqualified options or the disqualifying disposition of common stock acquired by the exercise of incentive stock options. 20 25 Exercise Period. Options granted to employees, consultants and advisors become exercisable on the schedule specified in the participant's stock option agreement prescribed by the Compensation Committee. Options granted automatically to non-employee members of the Board become exercisable one year after grant. No option may have a term for exercise that is longer than ten years from the date of grant. Any incentive stock option granted to a participant owning more than 10% of the outstanding shares of the Company must terminate not later than five years from the date of grant. If a participant ceases to be an employee, consultant, advisor or director of the Company or its affiliates, unless otherwise specified by the Compensation Committee (in a participant's option agreement or otherwise), and except as otherwise specified in connection with a change in control under a properly authorized employment agreement between the participant and the Company or an affiliate, the option will terminate, subject to the participant's right, within 90 days after termination of the relationship, to exercise options that had become exercisable by the date of termination. Acceleration of Vesting and Antidilution Adjustments. If the Company is involved in a merger or acquisition or any of certain other corporate changes in which its shareholders will receive cash, stock, or other property in exchange for their shares of common stock, the options issued under the 1994 Stock Option Plan will accelerate immediately before closing of the transaction, and the participants will be entitled to exercise any vested or unvested options they then hold, but all options will terminate upon the closing of such transaction; provided, however, that in its discretion, the Compensation Committee instead may elect to convert all unexercised options granted under the 1994 Stock Option Plan into options to purchase stock of an acquiring institution on the same vesting schedule as provided in the participant's option agreement and in the same proportion as used for determining the number of shares of stock of the acquiring corporation to be received by shareholders in the transaction. Applicable accounting rules, however, may circumscribe the Compensation Committee's discretion to convert options to acquire the Company's common stock into options to acquire stock of an acquiring company. Further, the Company generally maintains employment agreements with its officers of first vice president rank and above that provide for the immediate vesting of all stock options held by the officer under certain circumstances in connection with a change in control. The 1994 Stock Option Plan prohibits the Compensation Committee from taking any action contrary to any provision regarding vesting of options contained in an option agreement or employment agreement if it would result in a reduction of benefits to a participant without the participant's consent. Transferability of Options. An incentive stock option is transferable only by will or by the laws of descent and distribution and may be exercised only by the participant to whom it was granted, unless he or she is deceased. Nonqualified stock options are transferable only (i) by will or by the laws of descent and distribution, or (ii) to the extent not prohibited by the Compensation Committee, to Immediate Family Members, partnerships comprised solely of Immediate Family Members, and trusts established solely for the benefit of Immediate Family Members. Amendment and Termination. The Compensation Committee generally may amend or terminate the 1994 Stock Option Plan at any time so long as the amendment does not have a material adverse effect on the rights of a participant under an outstanding stock option. Shareholder approval is required, however, for any amendment that increases either the aggregate number of shares of stock that may be issued pursuant to the exercise of options granted under the 1994 Stock Option Plan or the maximum number of shares with respect to which any participant may be granted options in any calendar year. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The Company believes that under present law, the following are the U.S. federal income tax consequences generally applicable to options. The grant of an option will create no tax consequences for a participant or the Company. A participant will have no taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply) except in certain circumstances, and the Company will receive no deduction when an incentive stock option is exercised except in certain circumstances. Upon exercising an option other than an incentive stock option, a participant must recognize ordinary income generally equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. The Company will be entitled to a deduction for the same amount. The treatment to a 21 26 participant of a disposition of shares acquired through the exercise of an option generally depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or by exercising an option other than an incentive stock option. Generally, there will be no tax consequence to the Company in connection with a disposition of shares acquired under an option, except that the Company may be entitled to a deduction in cases in which shares acquired under an incentive stock option are disposed of before the applicable incentive stock option holding periods have been satisfied. Section 162(m) of the Code limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to its five most highly compensated executive officers. Compensation that is considered to be "performance based" under the Code is not subject to this limitation. The Company believes that compensation expense resulting from its executive officers' exercise of stock options granted under the 1994 Stock Option Plan qualifies as "performance-based compensation" that is not subject to the deduction limitations of Section 162(m) of the Code. SHAREHOLDER APPROVAL For shareholders to approve the amendments to the 1994 Stock Option Plan, the number of votes cast in favor must exceed the number of votes cast against such amendments. If these amendments are not approved by the shareholders, the 1994 Stock Option Plan will continue to be used without regard for such amendments. Unless instructions to the contrary are specified in a properly signed and returned proxy, the proxies will be voted for the approval of these amendments to the 1994 Stock Option Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE 1994 STOCK OPTION PLAN. ITEM 3. AMENDMENT OF THE COMPANY'S BONUS AND INCENTIVE PLAN FOR EXECUTIVE OFFICERS AND SENIOR MANAGEMENT The shareholders are being asked to approve amendments to the Bonus Plan that will (i) increase the maximum bonus that may be paid thereunder to a participant in one calendar year from $750,000 to $5,000,000, (ii) add certain additional business criteria on which bonus performance goals may be based, and (iii) reapprove the existing description of the employees eligible to receive bonuses thereunder. The amendments are proposed to be effective retroactive to January 1, 1999. These matters are described in more detail below. The Bonus Plan provides for the payment of cash bonuses based on the Company's achievement of established business goals that are long-term determinants of shareholder value. The Company's executive and senior management are eligible for bonuses under the Bonus Plan. The purpose of the Bonus Plan is to increase shareholder value by providing a performance incentive to the Company's management, aligning management's interests with those of the Company, its affiliates and its shareholders by providing compensation based on the achievement of specified business goals, and assisting the Company in attracting, retaining and motivating the best available talent for the successful conduct of its business. The Bonus Plan is structured to allow the Compensation Committee broad discretion in selecting appropriate target bonus amounts and business goals to accomplish these purposes. The Board of Directors believes the current maximum bonus amount and approved business criteria are insufficient to accomplish these purposes. A further purpose of the Bonus Plan is to provide cash compensation that qualifies as "performance-based compensation" under Section 162(m) of the Code, thereby allowing the Company to deduct certain compensation amounts that it would not otherwise be able to deduct for federal income tax purposes. To allow this goal to be attained for certain bonus payments under the Bonus Plan based upon Company performance in 1999 and 2000, the Board is asking the shareholders to approve these amendments effective retroactive to January 1, 1999. 22 27 SUMMARY OF THE BONUS PLAN The following description of the Bonus Plan, as proposed to be amended, is qualified in its entirety by and subject to the terms and conditions of the Bonus Plan itself. A copy of the Bonus Plan reflecting the proposed amendments may be obtained by sending a written request to the Company's Secretary at the address listed on page 34 of this Proxy Statement. ADMINISTRATION The Compensation Committee administers the Bonus Plan. The Compensation Committee is composed of two or more outside directors and, therefore, qualifies as an independent compensation committee for purposes of Section 162(m) of the Code. For each bonus measurement period (determined by the Compensation Committee but generally the calendar year) the Compensation Committee selects the participants from among the members of executive and senior management. The Compensation Committee also determines the business criteria, performance goals and bonus formula (generally including a target bonus amount for each participant) that will be used to determine the cash bonus amount, if any, earned by each participant for the bonus measurement period. The Compensation Committee makes these determinations no later than 90 days after the beginning of the bonus measurement period, on or before 25% of the measurement period has elapsed and while the outcome is substantially uncertain. The Compensation Committee also determines the bonus amount to be paid to each participant based on the attainment of the previously established performance goals. The Compensation Committee's determinations are final and binding on all participants. ELIGIBILITY All members of the Company's executive and senior management are eligible to be selected for participation. For purposes of the Bonus Plan, the members of executive and senior management are defined as all officers with the rank of senior vice president or above of the Company, an affiliate or an established division within an affiliate. The Compensation Committee has the discretion to determine which eligible employees will participate in the Bonus Plan for any bonus measurement period. MAXIMUM POTENTIAL BONUS If the shareholders approve these proposed amendments, the maximum bonus that may be paid to any participant in any calendar year under the Bonus Plan will be $5,000,000. The largest target bonus approved by the Compensation Committee to be awarded with respect to the Company's performance in 2000 was $2,300,000. If the shareholders do not approve these proposed amendments, future bonus payments in excess of the $750,000 maximum currently specified in the Bonus Plan, including any such payment made with respect to the Company's performance in 2000, will be deemed to have been awarded outside of the Bonus Plan, and as such may not be deductible by the Company under Section 162(m) of the Code. BUSINESS CRITERIA ON WHICH PERFORMANCE GOALS MAY BE BASED Bonus amounts earned under the Bonus Plan are determined based on the Company's achievement, over the bonus measurement period, of established business goals that are long-term determinants of shareholder value. In establishing bonus terms under the Bonus Plan for any given bonus measurement period, the Compensation Committee may select only from business criteria specified in the Bonus Plan that have been approved by the shareholders. If the shareholders approve the proposed amendments, the Compensation Committee will be empowered under the Bonus Plan to select from the following expanded list of business criteria: - Return on average common stockholders' equity; - Return on average equity; - Efficiency ratio (other expense as a percentage of other income plus net interest income), either before or after amortization of intangible assets (goodwill); 23 28 - Net operating expense (other income less other expense), either before or after amortization of intangible assets (goodwill); - Earnings per diluted share of common stock; - Operating earnings (earnings before transaction-related expense) per diluted share of common stock, either before or after amortization of intangible assets (goodwill); - Operating earnings per diluted share of common stock before depreciation and amortization; - Return on average assets; and - Ratio of nonperforming to performing assets. In selecting any business criteria other than earnings per diluted share of common stock, the Compensation Committee may elect to exclude amortization of intangible assets (goodwill), or to exclude depreciation and amortization. All business criteria other than earnings per diluted share of common stock are deemed to exclude transaction-related expense unless otherwise determined by the Compensation Committee in selecting the business criteria for a particular bonus measurement period. In establishing certain portions of the bonus terms for executive and senior management for 1999 and 2000, the Compensation Committee used certain business criteria -- earnings per diluted share of common stock and net operating expense before goodwill amortization -- that are not specified in the existing Bonus Plan and have not been approved by the shareholders. The Board of Directors proposes to retroactively include these two criteria in the Bonus Plan for 1999 and 2000, and to this end the proposed effective date of these amendments is January 1, 1999. If the shareholders do not approve these amendments, those portions of bonuses that are awarded based on earnings per share and/or net operating expense criteria will be deemed to have been awarded outside of the Bonus Plan, pursuant to the Compensation Committee's authority to grant bonuses outside of the Bonus Plan based on criteria it determines. Those bonuses deemed awarded outside of the Bonus Plan may not be deductible by the Company under Section 162(m) of the Code. ADDITIONAL TERMS AND CONDITIONS OF THE BONUS PLAN Requirement of Continued Employment. In general, an eligible employee must be continuously employed by the Company for the entire bonus measurement period to be a participant. However, if the employment of a participant terminates by reason of the death, disability, voluntary termination after age 62 or termination of employment upon a change in control (as such term is defined in the relevant employee's employment agreement), the participant will receive a pro rata portion of the bonus which would have been payable. In addition, the Compensation Committee may include an eligible employee hired after the commencement of a bonus measurement period for the remaining portion of the bonus period. Impact of Certain Acquisitions. Unless otherwise specified by the Compensation Committee in its establishment of bonus criteria for a given bonus measurement period, if the Company or its affiliates consummate one or more acquisitions that, individually or in the aggregate, constitute a Triggering Acquisition, the bonus measurement period will be terminated early and pro-rated bonuses will be paid based on the degree of attainment of the performance goals during the shortened bonus measurement period. A Triggering Acquisition is an acquisition in which the acquired entity's operating earnings for the four calendar quarters before the acquisition is equal to 10% or more of the pro-forma operating earnings for the combined entities for the same period. Bonus Adjustments. The Compensation Committee may adjust actual bonuses for a participant under the Bonus Plan to the extent that doing so will not cause any part of that participant's bonus to become nondeductible to the Company. Amendment and Termination. The Compensation Committee may amend or terminate the Bonus Plan on a prospective basis at any time. The Compensation Committee may not, however, amend or terminate the Bonus Plan so as to increase, reduce or eliminate bonuses payable under the Bonus Plan retroactively. The Compensation Committee also does not have the power to amend the Bonus Plan in any fashion that would 24 29 cause the Bonus Plan to fail to qualify as performance-based compensation with respect to any "covered employee" under Section 162(m) of the Code. CERTAIN FEDERAL INCOME TAX CONSEQUENCES Section 162(m) of the Code limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to its five most highly compensated executive officers. Compensation that is considered to be "performance based" under the Code is not subject to this limitation. The Company believes that bonuses paid to its executive officers under the Bonus Plan qualify as "performance-based compensation" that is not subject to the deduction limitations of Section 162(m) of the Code. SHAREHOLDER APPROVAL For shareholders to approve the proposed amendments to the Bonus Plan, a quorum must exist at the Annual Meeting and the number of votes cast in favor must exceed the number of votes cast against such amendments. If these amendments are not approved by the shareholders, the Bonus Plan will continue to be used without regard for such amendments. Unless instructions to the contrary are specified in a properly signed and returned proxy, the proxies will be voted for the approval of these amendments to the Bonus Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE BONUS PLAN. ITEM 4. AMENDMENT OF THE COMPANY'S RESTRICTED STOCK PLAN The shareholders are being asked to approve amendments to the Restricted Stock Plan that will (i) add certain additional business criteria on which the lapse of restrictions on performance-based restricted stock may be based, (ii) reapprove the existing description of the employees eligible to receive restricted stock under the Restricted Stock Plan and (iii) reapprove the existing maximum number of shares of restricted stock that may be granted to a participant in one year. These matters are described in more detail below. The Restricted Stock Plan permits grants of restricted stock, with or without performance-based vesting restrictions. All employees, consultants and advisors of the Company and its affiliates, and all members of the Board of Directors, are eligible to receive restricted stock under the Restricted Stock Plan. The purpose of the Restricted Stock Plan is to increase shareholder value by aligning the selected participants' interests with those of the Company, its affiliates and its shareholders through increased stock ownership, by assisting the Company in attracting, retaining and motivating the best available talent for the successful conduct of its business, and in some cases by providing a performance incentive by conditioning the lapse of restrictions on restricted stock on the achievement of specified business goals. The Restricted Stock Plan is structured to allow the Compensation Committee broad discretion in selecting criteria for the lapse of restrictions on restricted stock. The Board of Directors believes the business criteria currently specified in the Restricted Stock Plan on which performance-based lapses of restrictions may be based are insufficient to accomplish certain of these purposes. The Board of Directors therefore believes the business criteria specified in the Restricted Stock Plan should be expanded to include the criteria that are proposed to be included in the Bonus Plan (discussed above). SUMMARY OF THE RESTRICTED STOCK PLAN The following description of the Restricted Stock Plan, as proposed to be amended, is qualified in its entirety by and subject to the terms and conditions of the Restricted Stock Plan itself. A copy of the Restricted Stock Plan reflecting the proposed amendments may be obtained by sending a written request to the Company's Secretary at the address listed on page 34 of this Proxy Statement. 25 30 PURPOSE The principal purpose of the Restricted Stock Plan is described above. A further purpose is to allow the grant of performance-based restricted stock that qualifies as "performance-based compensation" under Section 162(m) of the Code, thereby allowing the Company to deduct certain compensation amounts that it would not otherwise be able to deduct for federal income tax purposes. ADMINISTRATION The Compensation Committee administers the Restricted Stock Plan. The Compensation Committee is composed entirely of outside directors and, therefore, qualifies as an independent compensation committee for purposes of Section 162(m) of the Code. The Compensation Committee selects the persons to whom awards of restricted stock are made, the number of shares of restricted stock awarded and other terms and conditions of the award of restricted stock. ELIGIBILITY All members of the Company's Board of Directors and all employees, consultants and advisors of the Company and its affiliates are eligible to participate in the Restricted Stock Plan. MAXIMUM AWARD The maximum number of shares of common stock that may be awarded under the Restricted Stock Plan to any participant in any calendar year is 225,000. SHARES AVAILABLE FOR AWARD The maximum aggregate number of shares of stock that may be issued pursuant to the Restricted Stock Plan is 2,075,122, subject to increases and adjustments for stock dividends, stock splits and other events as provided in the Restricted Stock Plan. BUSINESS CRITERIA ON WHICH PERFORMANCE-BASED RESTRICTIONS MAY BE BASED The Compensation Committee is authorized to award performance-based restricted stock under Section 6.6 of the Restricted Stock Plan. Such awards are intended to qualify as performance-based compensation under Section 162(m) of the Code. The lapse of restrictions on this performance-based restricted stock is based on the Company's achievement of established business goals that are long-term determinants of shareholder value. In establishing performance-based restrictions on awards under Section 6.6 of the Restricted Stock Plan, the Compensation Committee may select only from business criteria specified in Section 6.6 of the Plan that have been approved by the shareholders. If the shareholders approve the proposed amendments, the Compensation Committee will be empowered under Section 6.6 of the Restricted Stock Plan to select from the following expanded list of business criteria: - Return on average common stockholders' equity; - Return on average equity; - Efficiency ratio (other expense as a percentage of other income plus net interest income), either before or after amortization of intangible assets (goodwill); - Net operating expense (other income less other expense), either before or after amortization of intangible assets (goodwill); - Earnings per diluted share of common stock; - Operating earnings (earnings before transaction-related expense) per diluted share of common stock, either before or after amortization of intangible assets (goodwill); - Net operating earnings (earnings before transaction-related expense) either before or after amortization of intangible assets, of an affiliate; 26 31 - Return on average assets; - Ratio of nonperforming to performing assets; and - Return on investment in an affiliate. In selecting any business criteria other than earnings per diluted share of common stock, the Compensation Committee may elect to exclude amortization of intangible assets (goodwill), or to exclude depreciation and amortization. All business criteria other than earnings per diluted share of common stock are deemed to exclude transaction-related expense unless otherwise determined by the Compensation Committee in selecting the business criteria for a particular grant of restricted stock. Each award of restricted stock under Section 6.6 of the Plan is granted no later than 90 days after the start of the applicable measurement period, on or before the date that 25% of that period has elapsed and while the outcome is substantially uncertain. ADDITIONAL TERMS AND CONDITIONS OF THE RESTRICTED STOCK PLAN Lapse of Restrictions. The Compensation Committee has full discretion to establish the schedule and terms under which restrictions associated with each grant of restricted stock will lapse, including the authority to choose one of two five-year schedules set out in the Restricted Stock Plan; to establish a shorter or longer period for the lapsing of restrictions on any award; and to impose performance-based goals that must be achieved for restrictions to lapse. Except as otherwise required with respect to awards intended to qualify as performance-based compensation under Section 162(m) of the Code, the Compensation Committee also has full discretion to accelerate or otherwise modify the basis upon which the restrictions on any award granted under the Restricted Stock Plan or any predecessor plan will lapse, provided that the consent of the participant must be obtained for any modification that reduces the benefits to the participant. General Restrictions. Participants are not permitted to: (i) sell, transfer, pledge (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or assign shares of restricted stock awarded (or purchased through dividend or distribution reinvestment) under the Restricted Stock Plan, (ii) receive cash payment of any dividends or distributions made in respect of restricted stock, or (iii) receive a stock certificate representing restricted stock, until in each case, the restrictions stated in the participant's agreement lapse. Subject only to these restrictions, a participant otherwise enjoys all of the rights of a shareholder of common stock, including the right to vote shares of restricted stock. Retirement. In the event of a participant's retirement from the Company and its affiliates or a participant's death or permanent disability after the participant has attained age 60, all remaining restrictions on such participant's restricted stock that relate solely to the participant's length of service with the Company or an affiliate automatically are waived. Other restrictions (such as performance-based restrictions in awards intended to qualify as performance-based compensation under Section 162(m) of the Code) generally are not affected. Bifurcation. The Compensation Committee has full discretion to bifurcate the Restricted Stock Plan, so as to restrict, limit or condition the use of certain provisions of the Restricted Stock Plan by participants who are "covered employees" under Section 162(m) of the Code, without so restricting, limiting or conditioning the Restricted Stock Plan with respect to other participants. Amendment and Termination. The Compensation Committee may amend or terminate the Restricted Stock Plan at any time. However, any amendment that would have a material adverse effect on the rights of a participant under an outstanding award is not valid with respect to such award without the participant's consent. The Compensation Committee may not increase the aggregate number of shares that may be awarded under the Restricted Stock Plan or the maximum number of shares with respect to which any participant may be granted awards in any calendar year without approval of the holders of a majority of the shares of common stock of the Company present at a meeting of shareholders at which such approval is sought. 27 32 CERTAIN FEDERAL INCOME TAX CONSEQUENCES Common stock awarded under the Restricted Stock Plan is generally taxable to the recipient at the time that all of the restrictions on any portion of such awards lapse, based upon the fair market value of such stock at the time of the lapse. Alternatively, a recipient may make an election pursuant to Section 83(b) of the Code within 30 days of the date of the award to elect to include in gross income for the current taxable year the fair market value of such stock as of the date of the award. Such election must be filed with the Internal Revenue Service within 30 days of the date of the restricted stock grant. The Company generally will be allowed a tax deduction for federal income tax purposes as a compensation expense equal to the amount of ordinary income recognized by the recipient of the restricted stock at the time the recipient recognizes taxable ordinary income. Section 162(m) of the Code limits to $1,000,000 per person the amount that the Company may deduct for compensation paid to its five most highly compensated executive officers. Compensation that is considered to be "performance based" under the Code is not subject to this limitation. The Company believes that compensation expense resulting from the lapse of restrictions on performance-based restricted stock granted to its executive officers under Section 6.6 of the Restricted Stock Plan qualifies as "performance-based compensation" that is not subject to the deduction limitations of Section 162(m) of the Code. SHAREHOLDER APPROVAL For shareholders to approve the proposed amendments to the Restricted Stock Plan, a quorum must exist at the Annual Meeting and the number of votes cast in favor must exceed the number of votes cast against such amendments. If these amendments are not approved by the shareholders, the Restricted Stock Plan without regard for such amendments will continue to be used. Unless instructions to the contrary are specified in a properly signed and returned proxy, the proxies will be voted for the approval of these amendments to the Restricted Stock Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE RESTRICTED STOCK PLAN. 28 33 ITEM 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS The Board of Directors requests that the shareholders ratify its selection of Deloitte & Touche LLP as the independent auditors for the Company for the current fiscal year. In the event that ratification of this selection of independent auditors is not obtained, the Board of Directors will review its future selection of auditors. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting of Shareholders, with the opportunity to make a statement if so desired, and will be available to respond to appropriate questions submitted to the Secretary of Washington Mutual in advance of the Annual Meeting. SHAREHOLDER APPROVAL For shareholders to ratify the appointment of Deloitte & Touche LLP as the independent auditors for the Company for the current fiscal year, the number of votes cast in favor must exceed the number of votes cast against such ratification. Unless instructions to the contrary are specified in a properly signed and returned proxy, the proxies will be voted in favor of ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditor for the current fiscal year. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS. ITEM 6. SHAREHOLDER PROPOSAL Mr. Bartlett Naylor, 1255 N. Buchanan, Arlington, Virginia 22205, owner of 840 shares of Common Stock, has given notice that he intends to present for action at the Annual Meeting the following proposal: "Resolved: The shareholders urge our company to take all necessary steps to ensure that if the holders of three percent of the outstanding shares of common stock nominate candidates for the board of directors, the names, biographical sketches and photographs of such candidates shall appear in the company's proxy materials to the same extent that such information is provided about the company's nominees, and the company shall print the names of these nominees on its proxy card and afford shareholders the same opportunity to vote for or withhold support from these nominees as is provided for the company's nominees. "Supporting statement; "Although our company's board appreciates the importance of qualified people overseeing management, we believe that the process for electing directors can be improved. "Our company's practice is to nominate only one candidate for each board seat, thus leaving shareholders no choice in most director elections. Shareholders who oppose a candidate have no easy way to do so unless they are willing to undertake the considerable expense of running an independent candidate for the board. The only other way to register dissent about a given candidate is to withhold support for that nominee, but that process rarely/never affects the outcome of director elections. "The current system thus provides no readily effective way for shareholders to oppose a candidate that has failed to attend board meetings; or serves on so many boards as to be unable to supervise our company management diligently; or who serves as a consultant to the company that could compromise independence; or other problems. 29 34 "Indeed, only in certain countries disparaged for their governance deficiencies do ballots exclude all but the incumbent administration's nominees. "Our company should make it easier for shareholders to have a choice when they elect directors. Competitive elections are regarded as healthy and important in most arenas, and we believe that the same can be said about choosing corporate directors. An open process could create competition for seats on the board and could encourage a discussion among shareholders about why specific nominees are best qualified to serve on the board. "This proposal balances the interests of management and shareholders. To the extent that the company believes that its nominees are the best candidates, the company will have an opportunity to make their case to the shareholders. And if the incumbent directors are doing their job properly, we think it is unlikely that a challenger will emerge. As an added precaution, the proposal contains a safeguard against nuisance candidates by requiring nominees to garner support from the holders of three percent of outstanding shares. In our view, such a threshold should assure that serious board candidates are presented to the shareholders, who can then make their own choice about what type of leadership they want for our board. "We urge you to vote FOR this proposal." THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THIS PROPOSAL FOR THE FOLLOWING REASONS: This proposal is not necessary to allow shareholders to oppose the Board's nominees. The Company's Bylaws already provide the opportunity for any shareholder to nominate candidates for the Board of Directors and the SEC's proxy rules provide a mechanism for access to shareholders lists to enable shareholders to solicit proxies for such candidates. This proposal urges the Company to establish a mechanism that would enable certain insurgent groups to run proxy contests at the Company's, and ultimately at the shareholders', expense. The three percent stock ownership threshold established in the proposal currently equates to approximately 17,000,000 shares. Any insurgent shareholder or group holding such a large number of shares would undoubtedly have the financial means to bear the costs of a proxy contest. Under this proposal, however, such an insurgent group would not be required to pay the costs of publishing and distributing proxy materials, rather the Company would. Management does not believe that it is in the best interests of the shareholders to provide such an advantage to an insurgent group. One of the primary responsibilities of a board of directors is to assure the quality of membership on the board. The Company's Board of Directors takes this responsibility seriously and has assigned to the Planning and Nominating Committee of the Board the responsibility for evaluating candidates for the Board. The Planning and Nominating Committee seeks to promote racial, gender and geographic diversity in the Board's composition. The Board believes that the current policies for selecting candidates for Board membership serve well in attracting and retaining competent directors who enhance the value of the Company. SHAREHOLDER APPROVAL For shareholders to approve the proposal set forth in this Item 6, the number of votes cast in favor must exceed the number of votes cast against such proposal. Under New York Stock Exchange Rules, brokers who hold shares for the accounts of their clients do not have discretionary authority to vote such shares with respect to the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL, ITEM 6., AND YOUR PROXY WILL BE SO VOTED IF THE PROPOSAL IS PRESENTED UNLESS YOU SPECIFY OTHERWISE. 30 35 ITEM 7. SHAREHOLDER PROPOSAL The AFL-CIO Staff Retirement Plan, 815 Sixteenth Street, N.W., Washington, D.C. 20006, owner of 28,300 shares of Common Stock, has given notice that it intends to present for action at the Annual Meeting the following proposal: "RESOLVED: That the shareholders of Washington Mutual, Inc. (the 'Company') urge the board of directors (the 'Board') to disclose in a separate report to shareholders the Company's relationships with executive compensation consultants or firms. Specifically, the Company should, with respect to each firm or consultant retained by the Company, the Board or Board committee to advise on executive compensation policies or plans (each, a 'Consultant'): (1) disclose the name of such Consultant; (2) identify the entity (e.g., the Company, the Board) that retained the Consultant, and disclose whether any member of the Company's senior management participated in process of selecting or retaining the Consultant; and (3) disclose whether the Consultant has provided, at any time in the last five years, non-compensation-related services to the Company or any affiliate of the Company, including services provided by the Consultant through an affiliate, and disclose the amount of fees received by the Consultant or affiliate for such services. "Supporting Statement "To ensure that executive compensation is aligned with the interests of shareholders, we believe compensation issues should be decided by a committee of independent directors who have access to unbiased advice and objective analyses and data. While the Company notes in its 1999 proxy statement that the Board's compensation committee utilizes an unnamed compensation consultant to assist it in its deliberations, the proxy does not disclose any information that would allow shareholders to adequately assess whether consultants utilized by the compensation committee or Board are sufficiently independent to provide objective advice. Questions have been raised about the independence of compensation consultants. A New York Times article in November 1998 linked escalating executive pay to the fact that 'top executives, rather than the board of directors, typically control the hiring and firing of consultants who are brought in to design pay packages . . . if the executives do not like the opinions offered by their consultants, they can easily replace them with others more willing to act as their advocates before the board of directors.' A compensation committee member was quoted in a recent study by Jay Lorsch as stating that consultants are 'wedded to senior management, because they see them as a client.' "Compensation experts have noted that the independence of compensation consultants may be compromised as a result of additional business relationships. Graef Crystal, a leading executive compensation expert, advocates that 'the compensation committee of the board should have its own compensation consultant, with that consultant and his firm having no other contact with the particular company. Thus, if you are a [consultant], you could perform actuarial work for a company, and you could advise the CEO on his pay, but you could not work as the consultant to the board of directors. That role would go to someone else.' "For these reasons, we believe that requiring disclosure of the Company's relationships with its compensation consultants will help ensure that executive compensation decisions are rendered independently and in the interests of shareholders." 31 36 THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THIS PROPOSAL FOR THE FOLLOWING REASONS: The SEC has adopted detailed regulations requiring that numerous matters of importance to investors be set forth in proxy statements. The SEC has never adopted a regulation requiring disclosure of the information that this Shareholder Proposal proposes for inclusion in an annual proxy statement. If the SEC were of the opinion that such information is material for shareholders, the SEC would require disclosure by regulation. Thus, all corporations subject to the SEC's oversight would be subject to uniform disclosure rules. Non-uniform disclosure may be misleading to investors. For example, disclosure by the Company may imply that the relationship between the Company and its consultants differs in some material respect from the relationships between other companies and their consultants. This implication would be untrue. For this reason, the Board of Directors believes that the Company should not disclose the information that Shareholder Proposal, Item 7., proposes for inclusion in an annual proxy statement, unless the SEC adopts a regulation requiring such disclosure by other corporations. SHAREHOLDER APPROVAL For shareholders to approve the proposal set forth in this Item 7. The number of votes cast in favor must exceed the number of votes cast against such proposal. Under New York Stock Exchange Rules, brokers who hold shares for the accounts of their clients do not have discretionary authority to vote such shares with respect to the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL, ITEM 7., AND YOUR PROXY WILL BE SO VOTED IF THE PROPOSAL IS PRESENTED UNLESS YOU SPECIFY OTHERWISE. ITEM 8. SHAREHOLDER PROPOSAL Mr. Jerome Gabig, 1100 Oakmont Drive #1, Walnut Creek, California 94595, owner of 1,079 shares of Common Stock, has given notice that he intends to present for action at the Annual Meeting the following proposal: "HIRE PROXY ADVISORY FIRM CHOSEN BY SHAREOWNER VOTE "WHEREAS many shareowners lack the time and expertise to make the best voting decisions, yet prefer not to always follow management's recommendations because of management's possible conflicts of interest; "WHEREAS proxy advisory firms have established reputations for giving sound independent advice to many institutional investors on how to vote their shares; "WHEREAS shareowners have a common interest in obtaining sound independent advice, but often insufficient private interest to justify paying for it individually (the 'free-rider' problem); "THEREFORE BE IT RESOLVED that Washington Mutual shareowners request the Board of Directors to hire a proxy advisory firm for one year, to be chosen by shareowner vote. Shareowners request the Board to take all necessary steps to enact this resolution in time to hold the vote at the year-2001 shareowner meeting, with the following features: "To insulate advisor selection from influence by Company management, any proxy advisory firm could put itself on the ballot by paying an entry fee and declaring the price (no more than $5,000) for its advisory service for the coming year. The winning candidate is paid its declared price by the Company, and expected to make voting recommendations freely available to all Company shareowners for the subsequent year. Fulfillment of that expectation would not be policed by Company 32 37 management, but rather by loss of reputation and future business if performance is disappointing. "The decision of whether to hire proxy advisory firms in later years would be left open, and could be decided by future shareowner votes. "Supporting statement; "This proposal can be expected to improve the return on Washington Mutual stock by: - enhancing management accountability to shareowners by making professionally researched advice available to all; - effectively enfranchising individual investors for the first time, ensuring that a majority of shares can be voted independently of management's recommendations; - encouraging greater competition among advisory firms to serve shareowner interests; - reducing the cost to shareowners of voting advice, which is already being paid by pension funds on a subscription basis. (The same advice will be bought as a group purchase put to competitive bid, and will generate a corporate tax deduction. Many investors are also pension fund beneficiaries, so are already paying the cost anyway.) "Proxy advisory firm such as Proxy Monitor (http://www.proxymonitor.com), Institutional Shareholder Services (http://iss.cda.com), and Investor Responsibility Research Center (http://www.irrc.org) are frequently cited in the financial press. Examples are 'Venator Holders Are Urged To Support Dissident Slate' (Wall Street Journal 07/06/1999) and 'ISS's Influence Grows In Proxy, Option Matters' (Wall Street Journal 11/10/1997). "Articles discussing the company-pay system for proxy advice are on the Corporate Monitoring website (http://www.corpmon.com/publications.htm). These include 'Collective Action for Dispersed Shareowners' (Corporate Governance International, September 1999) and 'The Internet Will Drive Corporate Monitoring.' Further developments in corporate governance that may follow from this proposal are presented in 'The Corporate Monitoring Firm' (Corporate Governance: An International Review, January 1999) and 'Corporate Monitoring: New Shareholder Power Tool' (Financial Analysts Journal, September/October 1998)." THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THIS PROPOSAL FOR THE FOLLOWING REASONS: According to Mr. Jerome Gabig's proposal, a proxy advisory firm could "put itself on the ballot by paying an entry fee and declaring the price" for its services. The proposal does not require that proxy advisory firms disclose any other information about themselves. Their expertise, prior experience, quality of work, reliability and reputation, and the type of work they would perform are critical factors, which often are more important than fees. The proposal does not provide any procedure by which the Company or shareholders may inquire about these other factors in order to make a fully informed decision. The proposal precludes management from screening applicants to determine their qualifications and from limiting the number of firms that may take advantage of the proposal. Any number of competing proxy advisory firms could use the Company's proxy statement as a vehicle to solicit business for themselves, if this proposal were adopted. 33 38 Proxy advisory firms are not neutral evaluators of proposals put to shareholders. Each firm has its own set of criteria by which proposals are evaluated. Different advisory firms have arrived at different conclusions for the same proposal. Shareholders may not have an opportunity to learn the criteria employed by the advisory firms that nominate themselves, because Mr. Gabig's proposal does not allow shareholders or management to probe into these factors. Mr. Gabig's proposal would also preclude management of the Company from evaluating the advisory firm's recommendations or the process by which the evaluations are made. Management does not believe that the absence of any checks on the qualifications or recommendations of the proxy advisory firm is in the interests of shareholders. SHAREHOLDER APPROVAL For shareholders to approve the proposal set forth in this Item 8. the number of votes cast in favor must exceed the number of votes cast against such proposal. Under New York Stock Exchange Rules, brokers who hold shares for the accounts of their clients do not have discretionary authority to vote such shares with respect to the proposal. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL, ITEM 8., AND YOUR PROXY WILL BE SO VOTED IF THE PROPOSAL IS PRESENTED UNLESS YOU SPECIFY OTHERWISE. ANNUAL REPORT The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, including financial statements and schedules, together with the Company's 1999 Summary Annual Report, was mailed to shareholders with this Proxy Statement. ADDITIONAL COPIES OF THE 1999 SUMMARY ANNUAL REPORT AND ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO INVESTOR RELATIONS, WASHINGTON MUTUAL, INC., 1201 THIRD AVENUE, 7TH FLOOR, SEATTLE, WASHINGTON 98101. This proxy statement and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, are also available from the Securities and Exchange Commission over the Internet at its website, http://www.sec.gov. SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING According to the Company's Bylaws, the Company must receive nominations for the election of directors or shareholder proposals for any new business to be taken up at the Company's 2001 Annual Meeting of Shareholders by November 23, 2000, to consider them for inclusion in the Company's 2001 proxy statement and form of proxy. Any such nominations or shareholder proposals must be received in writing at the executive offices by the Secretary of the Company by that date. The Company's address for these purposes is 1201 Third Avenue, Suite 1706, Seattle, Washington 98101, Attention: Secretary. 34 39 OTHER MATTERS As of the date of this Proxy Statement, management knows of no matters that will be presented for consideration at the Annual Meeting other than the proposals set forth in this Proxy Statement. If any other matters properly come before the Annual Meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons voting such proxies. By Order of the Board of Directors, /s/ WILLIAM L. LYNCH William L. Lynch Secretary March 22, 2000 35 40 [WASHINGTON MUTUAL LOGO] 1201 Third Avenue, Seattle, WA 98101 PROXY FOR THE APRIL 18, 2000 ANNUAL METING OF SHAREHOLDERS This Proxy is Solicited By The Board of Directors of Washington Mutual, Inc. The undersigned shareholder(s) of Washington Mutual, Inc. (the "Company") hereby appoints William L. Lynch and Fay L. Chapman, and each of them, as proxies, each with the power of substitution to represent and to vote, as designated on the reverse side, all the shares of Common Stock of the Company held of record by the undersigned on March 3, 2000, at the Meeting of Shareholders to be held at 2:00 p.m., Tuesday, April 18, 2000, and at any and all adjournments thereof. - ------------------------------------------------------------------------------- * FOLD AND DETACH HERE * [WASHINGTON MUTUAL LOGO] Annual Meeting of Shareholders Tuesday, April 18, 2000 2:00 p.m. Benaroya Hall S. Mark Taper Foundation Auditorium 200 University Street Seattle, Washington 41 Please mark your votes as [X] recreated on this example FOR all nominees listed WITHHOLD AUTHORITY below (except as marked to vote for all nominees to the contrary below) listed below 1. ELECTION OF DIRECTORS: [ ] [ ] (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below.) Nominee (Term will expire in 2002): Mary E. Pugh Nominees (Terms will expire in 2003): Douglas P. Beighle, J. Taylor Crandall, Kerry K. Killinger, Michael K. Murphy, Elizabeth A. Sanders, Willis B. Wood FOR AGAINST ABSTAIN 2. APPROVAL OF AMENDMENTS TO WASHINGTON MUTUAL'S 1984 [ ] [ ] [ ] STOCK OPTION PLAN. FOR AGAINST ABSTAIN 3. APPROVAL OF AMENDMENTS TO WASHINGTON MUTUAL'S [ ] [ ] [ ] BONUS AND INCENTIVE PLAN FOR EXECUTIVE OFFICERS AND SENIOR MANAGEMENT. FOR AGAINST ABSTAIN 4. APPROVAL OF AMENDMENTS TO WASHINGTON MUTUAL'S [ ] [ ] [ ] RESTRICTED STOCK PLAN. FOR AGAINST ABSTAIN 5. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE [ ] [ ] [ ] LLP AS THE COMPANY'S INDEPENDENT AUDITORS. FOR AGAINST ABSTAIN 6. SHAREHOLDER PROPOSAL REGARDING NOMINATIONS OF [ ] [ ] [ ] BOARD CANDIDATES. FOR AGAINST ABSTAIN 7. SHAREHOLDER PROPOSAL REGARDING DISCLOSURE OF [ ] [ ] [ ] EXECUTIVE COMPENSATION CONSULTANTS. FOR AGAINST ABSTAIN 8. SHAREHOLDER PROPOSAL REGARDING HIRING OF PROXY [ ] [ ] [ ] ADVISORY FIRM BY SHAREHOLDER VOTE. Shares represented by all properly executed proxies will be voted in accordance with instructions appearing on the proxy and in the discretion of the proxy holders as in any other matter that may properly come before the Annual Meeting of Shareholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2, 3, 4 AND 5 IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR ITEMS 1, 2, 3, 4 AND 5 AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 6, 7 AND 8. Signature(s)_____________________________________________ Date ___________, 2000 (Please sign as name(s) appear on this proxy and date this proxy. If a joint account, each joint owner must sign. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing.) - -------------------------------------------------------------------------------- * FOLD AND DETACH HERE * (STAR) BENAROYA HALL PARKING The Benaroya Hall parking garage is located on 2nd Avenue just beyond Union Street. 2nd Avenue is one-way going south. Union Street is one-way going west. ADDITIONAL PARKING [MAP OF SITE] [ ] WASHINGTON MUTUAL TOWER Entrance on Seneca Street between 2nd and 3rd Avenues * COBB GARAGE Entrance on University Street between 3rd and 4th Avenues o PUGET sound PLAZA GARAGE [COMPASS] Entrance on Union Street between 4th and 3rd Avenues Washington Mutual does not validate parking -----END PRIVACY-ENHANCED MESSAGE-----