<PAGE>
================================================================================
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 Section 240.14a-11(c) or Section 240.14a-12
Golden West Financial Corporation
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO]
1901 HARRISON STREET, OAKLAND, CALIFORNIA 94612
March 13, 2000
Dear Stockholder:
The Annual Meeting of Stockholders of Golden West Financial Corporation
will be held May 2, 2000, commencing at 11:00 a.m. on the fourth floor of the
Company's headquarters located at 1901 Harrison Street, Oakland, California.
The Management and Directors of Golden West Financial Corporation look forward
to meeting with you at that time.
Attached to this letter is the formal notice of meeting and proxy
statement. We urge you to complete and return the enclosed proxy immediately.
A prepaid return envelope is provided for that purpose. If you attend the
meeting, you may withdraw your previously mailed proxy and vote at the
meeting.
Sincerely yours,
/s/ Herbert M. Sandler /s/ Marion O. Sandler
HERBERT M. SANDLER MARION O. SANDLER
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
GOLDEN WEST FINANCIAL CORPORATION
The Annual Meeting of Stockholders of Golden West Financial Corporation
(the "Company") will be held on the fourth floor of the Company's headquarters
located at 1901 Harrison Street, Oakland, California on Tuesday, May 2, 2000,
commencing at 11:00 a.m., for the following purposes:
(1) To elect three members of the Board of Directors to hold office for
three-year terms and until their successors are duly elected and
qualified;
(2) To ratify the selection of independent auditors; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on March 6, 2000 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at
this meeting or any adjournment thereof. A list of such stockholders will be
available at the time and place of the meeting and, during ten days prior to
the meeting, at the office of the Secretary of Golden West Financial
Corporation, 1901 Harrison Street, Oakland, California.
By order of the Board of Directors
/s/ Michael Roster
MICHAEL ROSTER
Executive Vice President and
Secretary
March 13, 2000
IMPORTANT: We want to assure that you are represented at the meeting. Please
complete, date, sign and mail the enclosed proxy promptly in the
return envelope which we have provided.
<PAGE>
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of
Golden West Financial Corporation (the "Company") to be used at the Annual
Meeting of Stockholders on May 2, 2000 ("Annual Meeting") for the purposes set
forth in the foregoing notice. Any stockholder may revoke his proxy at any
time prior to exercise by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date, or upon request if
such stockholder is present at the meeting and chooses to vote in person.
The expense of soliciting proxies will be paid by the Company. Proxies may
be solicited by regular employees of the Company either in person or by
telephone or other electronic media, and the Company will upon request
reimburse persons holding shares in their names, or in the names of their
nominees, but not owning the shares beneficially, for reasonable expenses of
forwarding proxy materials to their principals.
The principal executive offices of the Company are located at 1901 Harrison
Street, Oakland, California 94612. This proxy statement and the enclosed proxy
are being sent or given to stockholders commencing March 13, 2000.
VOTING SECURITIES
Only stockholders of record on the books of the Company at the close of
business on March 6, 2000 ("Record Date") will be entitled to vote at the
Annual Meeting. On the Record Date there were outstanding 159,184,083 shares
of Common Stock of the Company, $.10 par value. Stockholders are entitled to
one vote for each share held except that, in the election of Directors, each
stockholder has cumulative voting rights and is entitled to as many votes as
equal the number of shares held by such stockholder multiplied by the number
of Directors to be elected (three), which votes may be cast for a single
candidate or distributed among any or all candidates as such stockholder sees
fit. The three candidates for Director receiving the highest number of votes
shall be elected. Consistent with Delaware law, abstentions and broker non-
votes will not be counted, except that shares owned by stockholders submitting
signed proxies will be counted for the purpose of determining whether a quorum
of stockholders is present at the Annual Meeting.
ELECTION OF DIRECTORS
Pursuant to Article Seventh of the Company's Certificate of Incorporation,
the Board of Directors is divided into three classes. Each class of Directors
consists of three Directors. The first class of Directors is being elected at
the 2000 Annual Meeting and will serve until the 2003 Annual Meeting. The
second class of Directors will serve until the 2001 Annual Meeting and the
third class of Directors will serve until the 2002 Annual Meeting.
Three Directors are to be elected at the 2000 Annual Meeting. Maryellen B.
Cattani, Kenneth T. Rosen and Herbert M. Sandler are nominees for Directors.
All three nominees were elected Directors by a vote of the stockholders at the
1997 Annual Meeting of Stockholders.
In the absence of instructions to the contrary, shares represented by the
enclosed proxy will be voted FOR the election of the above nominees to the
Board of Directors. If any of such persons are unable or unwilling to be
nominated for the office of Director at the date of the Annual Meeting, or any
adjournment thereof, the proxy holders will vote for such substitute nominees
as the Company's Board of Directors may propose. The management of the Company
has no reason to believe that any of such nominees will be unable or unwilling
to serve if elected a Director. Notwithstanding the foregoing, if one or more
persons other than those named above are nominated as candidates for the
office of Director, the proxy holders may cumulate votes and the enclosed
proxy may be voted in favor of any one or more of the nominees named above, to
the exclusion of others, and in such order of preference as the proxy holders
may determine in their discretion.
1
<PAGE>
Set forth below is certain information concerning the nominees and the
members of the Board of Directors who will continue in office after the 2000
Annual Meeting:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
February 29, 2000(1)
--------------------------------
Continuing Directors and Business Experience Served as
Nominees for Director During Past Five Years Director Number Percent
(Class) and Other Information Since Age of Shares of Class
------------------------ ---------------------- --------- --- -------------- -----------
<S> <C> <C> <C> <C> <C>
Maryellen B. Cattani (I) Attorney-at-Law(2) 1996 56 6,000 --
Louis J. Galen (III) Retired (Since 1982) 1959 74 3,481,344(3) 2.2%
Company Officer, Private
Investor
Antonia Hernandez (III) President and General 1995 52 3,660 --
Counsel of The Mexican
American Legal Defense
and Educational Fund
Patricia A. King (II) Professor of Law, 1994 57 450 --
Georgetown University,
Washington, DC; Adjunct
Professor, Department of
Health Policy and
Management, School of
Hygiene and Public
Health, Johns Hopkins
University
Bernard A. Osher (III) Private investor 1970 72 8,061,450 5.0%
Kenneth T. Rosen (I) Professor of Business 1984 51 9,000 --
Administration, Haas
School of Business;
Chairman of the Fisher
Center for Real Estate
and Urban Economics,
University of
California, Berkeley
Herbert M. Sandler (I)(4) Chairman of the Board 1963 68 15,602,012(5)(6) 9.6%
and Chief Executive
Officer of the Company,
World Savings Bank, FSB,
World Savings and Loan
Association and World
Savings Bank, SSB
Marion O. Sandler (II)(4) Chairman of the Board 1963 69 16,789,232(5)(7) 10.4%
and Chief Executive
Officer of the Company,
World Savings Bank, FSB,
World Savings and Loan
Association and World
Savings Bank, SSB
Leslie Tang Schilling (II) President of L.T.D.D., 1996 45 3,005 --
Inc. and Chairperson of
Union Square Investment
Company(8)
All Directors and officers as a group (16 persons) 30,529,936(9) 19.0%
</TABLE>
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(1) Held directly with sole voting and investment powers unless otherwise
noted, subject to community property laws where applicable. All shares
shown in this table and elsewhere in the proxy reflect the Golden West
Financial Corporation three for one stock split (in the form of a 200%
Stock Dividend) which occured on December 10, 1999.
(2) Ms. Cattani is a member of the Board of Directors of ABM Industries
Incorporated.
(3) Includes 3,170,244 shares held in trust by Mr. Galen with sole voting and
investment powers. Also includes 99,000 shares, with shared voting and
investment powers, held in a charitable trust for which Mr. Galen is
trustee.
(4) Member of the Executive Committee.
2
<PAGE>
(5) Includes for both Herbert M. Sandler and Marion O. Sandler, husband and
wife, 15,021,812 shares, with shared voting and investment powers, held
jointly by Mr. and Mrs. Sandler, as co-trustees.
(6) Includes for Herbert M. Sandler 2,700 shares with voting and investment
powers in trust for the benefit of his sister-in-law, 489,624 shares with
shared voting and investment powers held in trusts for the benefit of Mr.
and Mrs. Sandler's descendants with Mr. and Mrs. Sandler as co-trustees,
and 517,500 shares which Mr. Sandler may acquire upon exercise of employee
stock options exercisable on February 29, 2000, or within 60 days
thereafter.
(7) Includes for Marion O. Sandler 90,180 shares with voting and investment
powers in trust for the benefit of herself and descendants, 1,069,740
shares with voting and investment powers held in trusts for the benefit of
Mr. and Mrs. Sandler's descendants, 489,624 shares with shared voting and
investment powers held in trusts for the benefit of Mr. and Mrs. Sandler's
descendants with Mr. and Mrs. Sandler as co-trustees, and 517,500 shares
which Mrs. Sandler may acquire upon exercise of employee stock options
exercisable on February 29, 2000, or within 60 days thereafter.
(8) Leslie Tang Schilling is a member of the Board of Directors of Tristate
Holdings, Ltd.
(9) Includes 17,657,362 shares as to which officers and Directors share with
others voting and/or investment powers. Also includes 1,578,000 shares
which certain officers may acquire upon the exercise of employee stock
options exercisable on February 29, 2000, or within 60 days thereafter.
The continuing Directors and nominees for elections as Directors have had
the principal occupations or employments set forth in the foregoing table for
at least the past five years, except for: Maryellen B. Cattani who was
Executive Vice President, General Counsel and Secretary of APL, Ltd. until
December 1997; and Bernard A. Osher who until October 1999 was Chairman of
Butterfield and Butterfield, Auctioneers.
Herbert M. Sandler and Marion O. Sandler are husband and wife. Bernard A.
Osher is the brother of Mrs. Sandler. Herbert M. Sandler, Marion O. Sandler
and Bernard A. Osher may be deemed to be "control" persons of the Company,
within the meaning of the General Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
The business address for Mr. and Mrs. Sandler is 1901 Harrison Street,
Oakland, California 94612. The business address for Mr. Osher is
909 Montgomery Street, Suite 300, San Francisco, California 94133.
During 1999, the Company's Board of Directors held four meetings. The Board
of Directors has standing Nominating, Audit, Compensation and Stock Option
Committees. The members of the Nominating Committee in 1999 were Maryellen B.
Cattani, Louis J. Galen and Antonia Hernandez. The Nominating Committee's
principal function is to identify and propose to the Board qualified
individuals as potential candidates for the position of Director. The
Nominating Committee does not consider recommendations from stockholders for
nominations for Director. The Nominating Committee met once during 1999. The
members of the Audit Committee in 1999 were Maryellen B. Cattani, Louis J.
Galen and Kenneth T. Rosen. The principal function of the Audit Committee is
to assist the Board of Directors in reviewing the financial statements of the
Company and its subsidiaries as issued to its stockholders and others. The
Audit Committee held four meetings of its members during 1999. The members of
the Compensation and Stock Option Committees in 1999 were Patricia A. King,
Kenneth T. Rosen and Leslie Tang Schilling. The Compensation Committee met
three times during 1999. The report of the Compensation Committee is set forth
below:
Compensation Committee Report on Executive Compensation
To the Board of Directors:
The Compensation Committee's primary function is to review and recommend,
for review by the Board of Directors, the salaries and other compensation of
the Company's senior executive officers and to administer the Company's Annual
Incentive Bonus Plan (the "Incentive Plan"). In addition, the members of the
Compensation Committee serve as the Company's Stock Option Committee which
approves the grants of stock options pursuant to the Company's Stock Option
Plan, including grants of stock options to executive officers of the Company.
3
<PAGE>
The Compensation Committee met in February 1999 to (a) review and recommend to
the Board of Directors the salaries for 1999 of the Company's chief executive
officers ("Chief Executive Officers") and (b) determine the incentive awards
payable to the Chief Executive Officers under the terms of the Incentive Plan
for the Company's 1998 performance. The Committee acted by written consent in
March 1999 to confirm the performance standards and set the target levels of
performance under the Incentive Plan for 1999. In February 2000, the Committee
met to (i) certify the Company's 1999 performance under the Incentive Plan;
(ii) determine the amount of the awards payable to the Chief Executive
Officers for 1999; and (iii) confirm the performance standards and set the
target levels of performance under the Incentive Plan for 2000. In May 1999,
the Committee met to recommend to the Board of Directors salaries, for the
period May 1, 1999 through April 30, 2000, for the Company's President and
Senior Executive Vice President (together with the Chief Executive Officers,
the "Senior Executive Officers"). The cash compensation of the Company's other
executive officers was determined through normal annual reviews by their
managers, who included one or more of the Chief Executive Officers, the
President or the Senior Executive Vice President. The compensation of each
such officer was determined in those reviews with reference to the officer's
individual performance in such officer's area of responsibility and the
manager's assessment of the officer's contribution to the performance of the
Company.
Compensation Goals and Approach
The Committee's goals were to provide compensation that: (a) reflects both
the Company's and the executives' performance; (b) compares reasonably with
compensation in the relevant market; and (c) attracts and retains high quality
executives. In addition, concerning the incentive awards payable under the
Incentive Plan, the amounts paid are directly tied to the Company's
performance. In its evaluation of executive compensation for the Senior
Executive Officers, the Committee considered factors relating to the Company's
performance, compared to a peer group, and the compensation of the Company's
Senior Executive Officers relative to the compensation of executives in the
peer group. As determined by the Committee, the peer group consisted of the
top performing regional bank holding companies that had between $25 billion
and $65 billion in assets as of December 31, 1998 and a primary bank operating
subsidiary with a rating from Moody's of A1 or better and from Standard and
Poor's of A+ or better (Bank of New York Corp., Fifth Third Bancorp., Mellon
Bank Corp., National City Corp., Northern Trust Corp., Republic New York
Corp., and Wachovia Corp.) and, at the time, the largest savings and loan
holding company in the nation (Washington Mutual).
The Committee considered several measures of performance in evaluating the
Company's performance relative to the peer group, including: total assets;
yearend stock prices; net earnings; fully-diluted net income per share; return
on average assets; return on average equity; capital levels; the ratio of non-
performing assets ("NPAs") and troubled debt restructured ("TDRs") to period-
end loans; the ratio of net charge-offs to average loans and leases; loan loss
coverage; the ratio of general and administrative expenses ("G&A") to interest
income and other income; the ratio of non-interest expenses to pretax
earnings; and the ratio of pretax earnings to net interest income and non-
interest income. In addition, in evaluating compensation, the Committee also
considered other factors, including: the attainment of long-term plans and
budgets; the attainment of goals and objectives; the attainment of credit
ratings by nationally-recognized rating services; the attainment of regulatory
examination ratings by the Company and its operating subsidiaries, World
Savings Bank, FSB, World Savings and Loan Association and World Savings Bank,
SSB; the attainment of regulatory capital standards by the operating
subsidiaries; the strategic accomplishments of the Company; and the general
assessment of the executives by peers, equity analysts and others.
With respect to total compensation, the Committee considered annual
compensation of the Company's Senior Executive Officers relative to executives
in the peer group, for the period 1996 through 1998, including: (i) salary,
bonuses and other forms of cash compensation; and (ii) equity-based
compensation, including restricted stock and stock options. In general, the
Committee concluded that while exact comparisons could not be made, the
compensation of the Company's Senior Executive Officers for the period in
question was reasonable in light of the Company's performance and with respect
to the compensation paid to the peer group.
4
<PAGE>
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits the federal income tax
deductibility of compensation paid to the Company's two Chief Executive
Officers and to each of the other three most highly compensated executive
officers. The Company generally may deduct compensation paid to such an
officer only to the extent that the compensation does not exceed $1 million
during any fiscal year or is "performance-based" as defined in Section 162(m).
The Incentive Plan, which is designed to preserve the deductibility of certain
cash compensation by qualifying it as "performance-based," was approved at the
1997 Annual Meeting. In addition, non-qualified stock options granted under
the Company's Stock Option Plan qualify as "performance-based" under
Section 162(m). Incentive stock options granted under the Company's Stock
Option Plan generally do not entitle the Company to a tax deduction without
regard to Section 162(m).
1999 Compensation for the Chief Executive Officers
In March 1999, the Committee established performance standards and targets
for 1999. The performance standards upon which the targets were based included
Return on Average Assets, Return on Average Equity, Diluted Earnings Per
Share, General and Administrative Expenses to Average Assets and Non-
Performing Assets to Total Assets. In February 2000, the Committee met to
certify the Company's 1999 performance under the Incentive Plan and to
determine the amount of awards payable to the Chief Executive Officers for
1999. At that time, the Compensation Committee also reviewed the salaries of
the Company's Chief Executive Officers and determined that the current
salaries were appropriate in light of the Company's performance and the
existence of the Incentive Plan. With respect to the Incentive Plan, during
the year ended December 31, 1999 (the "1999 Plan Year"), the Company met or
exceeded the performance targets established by the Committee at the beginning
of the 1999 Plan Year. As a result of the Company's performance during the
1999 Plan Year, the Committee confirmed an award under the Incentive Plan to
each Chief Executive Officer in the amount of $180,000.
COMPENSATION COMMITTEE
Patricia A. King, Chairman
Kenneth T. Rosen
Leslie Tang Schilling
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC").
Based solely on the Company's review of such reports and written
representations from certain persons that certain of such reports were not
required to be filed by such persons, no officer, Director or person who owns
more than ten percent of a registered class of the Company's equity securities
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934 during the year ended December 31, 1999,
except that, with respect to Russell W. Kettell, neither a Form 4 nor a Form 5
were filed in a timely manner for a gift of stock that he made to his minor
children in December 1999.
5
<PAGE>
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership, as of the dates
indicated, of each stockholder other than Herbert M. Sandler, Marion O.
Sandler and Bernard A. Osher, known to the Company to be the beneficial owner
of more than 5% of the Company's Common Stock. The table also sets forth the
beneficial ownership, as of February 29, 2000, of each of the executive
officers named in the Summary Compensation Table located elsewhere in this
proxy statement who are not also Directors of the Company:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
------------------------------------ -------------------- ----------
<S> <C> <C>
Dodge & Cox, Incorporated................ 13,216,228(1) 8.2%
One Sansome Street
San Francisco, CA 94104
FMR Corp................................. 10,876,119(2) 6.7%
82 Devonshire Street
Boston, MA 02109
The Windsor Funds, Inc................... 8,995,800(3) 5.6%
a member of the Vanguard Group of
Investment Companies
Vanguard Financial Center
P. O. Box 2600
Valley Forge, PA 19482
Russell W. Kettell....................... 1,148,940(4) .7%
President and Treasurer of the Company
and Senior Executive Vice President of
World Savings Bank, FSB, World Savings
and Loan Association and World Savings
Bank, SSB
1901 Harrison Street
Oakland, CA 94612
James T. Judd............................ 272,130(4) .2%
Senior Executive Vice President of the
Company and President and Chief Operating
Officer of World Savings Bank, FSB, World
Savings and Loan Association and World
Savings Bank, SSB
1901 Harrison Street
Oakland, CA 94612
Dirk S. Adams............................ 42,600(4) --
Executive Vice President of the Company,
World Savings Bank, FSB, World Savings
and Loan Association and World Savings
Bank, SSB
1901 Harrison Street
Oakland, CA 94612
</TABLE>
- --------
(1) Includes 13,216,228 shares with sole disposition power, 12,143,228 with
sole voting power and 103,500 with shared voting power, based upon SEC
Schedule 13G dated February 14, 2000.
(2) Includes 10,876,119 shares with sole disposition power and 328,229 shares
with sole voting power, based upon SEC Schedule 13G dated February 14,
2000.
(3) Includes 8,995,800 shares with sole voting power and 8,995,800 shares with
shared disposition power, based upon SEC Schedule 13G dated February 8,
2000.
(4) Includes 247,500, 195,000, and 18,000 shares which Messrs. Kettell, Judd
and Adams, respectively, may acquire upon exercise of employee stock
options exercisable on February 29, 2000 or within 60 days thereafter.
6
<PAGE>
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The compensation paid to each of the two Chief Executive Officers and to
the three most highly compensated executive officers of the Company for
services in all capacities to the Company and its subsidiaries is set forth
below:
SUMMARY COMPENSATION TABLE
For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------- --------------------
Other Annual All Other
Name and Principal Compensation Options Compensation
Position Year Salary(A) Bonus(B) (C) (#)(E) (F)
- ------------------ ---- --------- -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
HERBERT M. SANDLER...... 1999 $950,004 $180,000 $22,048 60,000 $5,000
Chairman of the Board 1998 950,004 124,864 10,954 37,500 5,000
and Chief Executive 1997 950,004 71,734 9,319 0 4,795
Officer of the Company,
World Savings Bank,
FSB, World Savings and
Loan Association and
World Savings Bank, SSB
MARION O. SANDLER....... 1999 950,004 180,000 16,737 60,000 5,000
Chairman of the Board 1998 950,004 124,864 13,408 37,500 5,000
and Chief Executive 1997 950,004 71,734 14,760 0 4,795
Officer of the Company,
World Savings Bank,
FSB, World Savings and
Loan Association and
World Savings Bank, SSB
JAMES T. JUDD........... 1999 668,312 -- 19,408 30,000 5,000
Senior Executive Vice 1998 636,484 -- 76,531(D) 30,000 5,284
President of
the Company and 1997 607,108 -- 13,376 0 5,020
President and Chief
Operating Officer of
World Savings Bank,
FSB, World Savings and
Loan Association and
World Savings Bank, SSB
RUSSELL W. KETTELL...... 1999 606,808 -- 11,867 30,000 5,000
President and Treasurer 1998 577,908 -- 12,002 30,000 6,336
of the Company and 1997 551,232 -- 7,273 0 5,020
Senior Executive Vice
President of World
Savings Bank, FSB,
World Savings and Loan
Association and World
Savings Bank, SSB
DIRK S. ADAMS........... 1999 344,358 -- 7,751 0 5,000
Executive Vice 1998 367,500 -- 7,632 18,000 5,766
President of the 1997 350,004 -- 1,522 0 5,020
Company, World Savings
Bank, FSB, World
Savings and Loan
Association and World
Savings Bank, SSB
</TABLE>
- --------
(A) Amounts shown include cash compensation earned by executive officers.
(B) Amounts shown include cash compensation earned under the Company's
Incentive Plan.
(C) Amounts are for cash reimbursement for income taxes on account of certain
fringe benefits provided to such individuals.
7
<PAGE>
(D) Includes $62,000 for cash reimbursement for moving expenses incurred
during 1998.
(E) Options granted are under the Company's 1996 Stock Option Plan.
(F) Amounts shown in this column represent, primarily, Company contributions
on behalf of each of these officers to the Company's 401(K) plan, $5,000
(1999 and 1998) and $4,750 (1997).
Indebtedness of Management
The following table sets forth information relating to all loans made to
each individual who was a Director or officer of the Company during 1999:
<TABLE>
<CAPTION>
Range of
Interest Rates
Highest Unpaid from
Indebtedness Balance as of Jan. 1, 1999
Name Since Dec. 31, 1998 Feb. 29, 2000 to Feb. 29, 2000
---- ------------------- ------------- ----------------
<S> <C> <C> <C>
Carl M. Andersen........ $284,452 $276,816 5.78% to 6.15%
182,719 177,573 6.93 to 7.30
William C. Nunan........ 288,818 277,578 5.48 to 5.85
</TABLE>
All of the above loans are secured by first trust deeds on single family
residences. Carl M. Andersen and William C. Nunan are Group Senior Vice
Presidents of the Company. Both officers hold their same titles with World
Savings and Loan Association, World Savings Bank, FSB and World Savings Bank,
SSB.
Deferred and Retirement Compensation
The Company has entered into deferred compensation agreements with certain
of the key employees of the Company and its subsidiaries, as selected by the
Office of the Chairman, including Messrs. Judd, Kettell and Adams.
The agreements provide for benefits payable in monthly installments over
ten years upon retirement at age 65 or upon the death of the employee (paid to
his beneficiary). The agreements contain vesting schedules that provide for
full vesting by ages ranging from 58 to 63, depending upon the age of the
employee at the time the agreement was executed. The vesting schedules provide
that one-third of the benefits vest during the first half of the vesting
period and two-thirds vest during the second half.
The annual installments payable upon retirement at age 65 or death to
Messrs. Judd, Kettell and Adams are $300,000, $375,000 and $200,000,
respectively. As of December 31, 1999, Messrs. Judd, Kettell and Adams had
accumulated vested benefits which would entitle them to annual installments
payable, as described above, of $222,170, $303,656 and $39,212, respectively.
During 1999, the following amounts under the agreements were vested for the
accounts of Messrs. Judd, Kettell and Adams, respectively: $333,300, $305,530
and $86,620. In addition, Mr. Judd has $400,000 in fully vested benefits
remaining from a separate deferred compensation agreement that originally
provided for an aggregate of 120 monthly installments of $8,333 each, to be
paid to him at his election.
The Company carries life insurance policies on the lives of these employees
in amounts estimated to be sufficient to cover its obligations under the
agreements. If assumptions as to mortality experiences, future policy
dividends and other factors are realized, the Company will recover an amount
equal to all retirement payments under the agreements, plus the premiums on
the insurance contracts and the interest that could have been earned on the
use of the retirement and premium payments.
Compensation of Directors
An annual retainer of $20,000, paid monthly, and a fee of $3,000 for each
Board of Directors meeting attended is paid to Directors who are not employees
of the Company. In addition, the Chairman of the Audit Committee receives a
fee of $1,500 per Audit Committee meeting attended and each of the other
members of the Audit Committee receives a fee of $1,250 for each Audit
Committee meeting attended.
8
<PAGE>
Stock Options
Information concerning individual grants of stock options made to the two
Chief Executive Officers and to the three most highly compensated executive
officers of the Company during the year ended December 31, 1999 is set forth
below:
OPTION GRANTS TABLE
Option Grants for Year Ended December 31, 1999
<TABLE>
<CAPTION>
Individual Grants (A)
-------------------------------------------
Potential Realizable
Value at Assumed
% of Annual Rates of Stock
Total Options Exercise Price Appreciation
Options Granted to or Base for Option Term
Granted Employees Price Expiration ---------------------
Name (#) in Fiscal Year ($/Share) Date 5% 10%
- ---- ------- -------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Herbert M. Sandler...... 60,000 2.8% $30.81 4/15/2009 $1,162,650 $2,946,450
Marion O. Sandler....... 60,000 2.8 30.81 4/15/2009 1,162,650 2,946,450
James T. Judd........... 30,000 1.4 30.81 4/15/2009 581,325 1,473,225
Russell W. Kettell...... 30,000 1.4 30.81 4/15/2009 581,325 1,473,225
Dirk S. Adams........... 0 -- 0 -- -- --
</TABLE>
- --------
(A) All options were granted with a per share exercise price equal to the fair
market value of a share of Company Common Stock on the date of grant. The
options become exercisable on the second anniversary of the grant date.
The Company did not grant any stock appreciation rights.
Information concerning exercises of stock options by these individuals
during the year ended December 31, 1999, and certain information concerning
unexercised stock options is set forth below:
OPTION EXERCISES AND YEAREND VALUE TABLE
Aggregated Option Exercises for the Year Ended December 31, 1999 and
December 31, 1999 Yearend Option Values
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares December 31, 1998(#) December 31, 1999(B)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized(A) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Herbert M. Sandler...... 420,000 $10,533,125 480,000 97,500 $9,515,850 $382,500
Marion O. Sandler....... 420,000 10,236,875 480,000 97,500 9,515,850 382,500
James T. Judd........... 105,000 2,581,313 165,000 60,000 2,993,625 257,625
Russell W. Kettell...... 135,000 3,351,687 217,500 60,000 4,074,150 257,625
Dirk S. Adams........... 29,700 534,444 0 18,000 0 106,200
</TABLE>
- --------
(A) Market value of underlying securities at exercise date less the option
price.
(B) Market value of unexercised "in-the-money" options at year end less the
option price of such options.
9
<PAGE>
Common Stock Performance Graph
The graph below compares the yearly change in the Company's cumulative
total stockholder return on its Common Stock for the five years ended December
31, 1999 with the cumulative total return, assuming reinvestment of dividends,
of each of the Standard & Poor's 500 Stock Index and the Standard & Poor's
Major Regional Bank Index. The returns of each component company of each index
have been weighted according to the stock market capitalization of the
respective company. Cumulative total stockholder return is measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment and (B) the difference
between the Company's share price at the beginning and the end of the
measurement period by (ii) the share price at the beginning of the measurement
period.
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Golden West Financial Corp 100 158 182 283 267 294
S&P 500 Index 100 138 169 226 290 351
S&P Major Regional Banks 100 157 215 324 357 307
</TABLE>
Assumes $100 invested on December 31, 1994 in the stock of Golden West
Financial Corporation, S&P 500 Index and the S&P Major Regional Banks
(weighted by market capitalization). Total return assumes reinvestment of
dividends.
10
<PAGE>
APPROVAL OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP to serve as the
Company's independent auditors for the year ending December 31, 2000, subject
to stockholder approval. If the stockholders do not vote in favor of the
appointment of Deloitte & Touche LLP, the Board of Directors will consider the
selection of other auditors.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting of Stockholders and will be available to respond to appropriate
questions. They will be given the opportunity to make a statement, if they
desire to do so.
Deloitte & Touche LLP has served as the Company's independent auditors
since 1963 and was selected by the Board of Directors to serve in 1999, which
selection was ratified and approved by the stockholders of the Company on
April 27, 1999. In order to be adopted, the proposal to approve the
appointment of Deloitte & Touche LLP as auditors for the Company must be
approved by the holders of a majority of the outstanding shares of Common
Stock present or represented by proxy and entitled to vote at the meeting. The
Board of Directors recommends a vote FOR the appointment of Deloitte & Touche
LLP to serve as the Company's independent auditors for the year ending
December 31, 2000.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders' proposals intended to be presented at the 2001 Annual Meeting
of Stockholders of the Company must be received by the Company not later than
November 16, 2000, for inclusion in the Company's Proxy Statement and form of
proxy relating to that meeting. Proposals should be addressed to the Company
at 1901 Harrison Street, Oakland, California, 94612, Attention: Corporate
Secretary.
The attached proxy card grants the proxy holders discretionary authority to
vote on any matter raised at the Annual Meeting. If a stockholder intends to
submit a proposal at the 2001 Annual Meeting of Stockholders of the Company,
which proposal is not intended to be included in the Company's proxy statement
and form of proxy relating to such meeting, the stockholder should give
appropriate notice no later than January 31, 2001. If a stockholder fails to
submit the proposal by such date, the Company will not be required to provide
any information about the nature of the proposal in its proxy statement, and
the proxy holders will be allowed to use their discretionary voting authority
if the proposal is raised at the 2001 Annual Meeting of Stockholders of the
Company.
OTHER MATTERS
The management knows of no business other than that mentioned above to be
transacted at the Annual Meeting, but if other matters do properly come before
the meeting it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their judgment, and discretionary authority to
do so is included in the proxy.
GOLDEN WEST FINANCIAL CORPORATION
Oakland, California
March 13, 2000
11
<PAGE>
GOLDEN Proxy PROXY SOLICITED BY BOARD OF DIRECTORS
WEST
FINANCIAL The undersigned hereby appoints Russell W. Kettell, Michael
CORPORATION Roster and Marion O. Sandler and, or any of them, each with
- ----------- power of substitution, as proxies of the undersigned to
attend the Annual Meeting of Stockholders of Golden West
Financial Corporation (the "Company"), to be held on the
fourth floor of the Company's headquarters located at 1901
Harrison Street, Oakland, California on May 2, 2000,
commencing at 11:00 a.m., and any adjournment thereof, and
to vote the number of shares of Common Stock, $.10 par
value, of the Company, which the undersigned would be
entitled to vote if personally present on the following:
<TABLE>
<S> <C> <C>
(1) ELECTION OF [_] FOR all nominees listed below (except as [_] WITHHOLD AUTHORITY to vote for all
DIRECTORS marked to the contrary below) nominees listed below
</TABLE>
Maryellen B. Cattani, Kenneth T. Rosen, Herbert M. Sandler
(INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
(2) RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP, to serve as the
Company's independent auditors for the year ended December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) In their discretion, upon all other matters as may properly be brought
before the meeting or any adjournment thereof.
(Continued and to be signed on reverse side)
- -------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
GOLDEN WEST FINANCIAL CORPORATION
The Annual Meeting of Stockholders of Golden West Financial Corporation (the
"Company") will be held on the fourth floor of the Company's headquarters
located at 1901 Harrison Street, Oakland, California on Tuesday, May 2, 2000,
commencing at 11:00 a.m. for the following purposes:
(1) To elect three members of the Board of Directors to hold office for
three-year terms and until their successors are duly elected and
qualified;
(2) To ratify the selection of independent auditors; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on March 6, 2000 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at this
meeting or any adjournment thereof. A list of such stockholders will be
available at the time and place of the meeting and, during ten days prior to
the meeting, at the office of the Secretary of Golden West Financial
Corporation, 1901 Harrison Street, Oakland, California.
By order of the Board of Directors
/s/ Michael Roster
MICHAEL ROSTER
Executive Vice President and Secretary
March 13, 2000
IMPORTANT: To assure your representation at the meeting, please detach,
complete, date, sign and mail the attached Proxy promptly in the
return envelope which has been provided.
<PAGE>
(Continued from other side)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN. IN THE
ABSENCE OF SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NOMINATED BY MANAGEMENT AND FOR PROPOSAL 2.
Please date and sign below exactly as your name or names appear hereon. If
more than one name appears, all should sign. Joint owners should each sign
personally. Corporate proxies should be signed in full corporate name by an
authorized officer and attested. Persons signing in a fiduciary capacity
should indicate their full names in such capacity.
------------------------------
(Signature of Stockholder)
------------------------------
(Signature of Stockholder)
Dated __________________, 2000
Stockholders are Urged to Complete, Sign and Return This Proxy Promptly in the
Enclosed Envelope.
- ------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
