<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
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 FEDERAL, 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[WASHINGTON FEDERAL, INC. LOGO]
425 PIKE STREET
SEATTLE, WASHINGTON 98101-2334
(206) 624-7930
December 17, 1999
Dear Stockholder:
You are invited to attend our Annual Meeting of Stockholders to be held on
Monday, January 24, 2000 at 2:00 p.m. at the Seattle Sheraton Hotel, 1400 Sixth
Avenue, Seattle, Washington.
We hope you can attend this meeting in person, but whether or not you plan
to attend, it would be very helpful if you would sign the enclosed proxy card
and return it in the envelope provided. Please do this immediately so that we
can SAVE YOUR COMPANY THE TIME AND EXPENSE OF CONTACTING YOU AGAIN. Your vote is
important regardless of the number of shares you own. Voting by proxy will not
prevent you from voting in person if you attend the meeting, but will assure
that your vote will be counted if you are unable to attend.
If you have any questions, please do not hesitate to contact us.
Sincerely,
/s/ GUY C. PINKERTON
-----------------------
Guy C. Pinkerton
Chairman and
Chief Executive Officer
<PAGE> 3
[WASHINGTON FEDERAL, INC. LOGO]
425 PIKE STREET
SEATTLE, WASHINGTON 98101-2334
(206) 624-7930
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 24, 2000
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of Washington
Federal, Inc. ("Washington Federal") will be held at the Seattle Sheraton Hotel,
1400 Sixth Avenue, Seattle, Washington, on Monday, January 24, 2000, at 2:00
p.m., Pacific Time, for the following purposes:
1. To elect three directors for a three-year term and one director for
a one-year term, or until their successors are elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as Washington
Federal's independent public accountants for fiscal 2000; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of Washington Federal has fixed December 2, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. Only those stockholders of record as of the close
of business on that date will be entitled to vote at the Annual Meeting or at
any such adjournment.
By Order of the Board of
Directors
/s/ CHARLES R. RICHMOND
---------------------------
Charles R. Richmond
Secretary
December 17, 1999
Seattle, Washington
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE> 4
WASHINGTON FEDERAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 24, 2000
This Proxy Statement is furnished to the holders of the common stock, $1.00
par value per share ("Common Stock"), of Washington Federal, Inc. ("Washington
Federal" or the "Company"), the parent holding company for Washington Federal
Savings, a federally-chartered savings association, in connection with the
solicitation of proxies by the Board of Directors of the Company, to be used at
the Annual Meeting of Stockholders to be held at the Seattle Sheraton Hotel,
1400 Sixth Avenue, Seattle, Washington, on Monday, January 24, 2000, at 2:00
p.m., and at any adjournment thereof (the "Annual Meeting"), for the purposes
set forth in the Notice of Annual Meeting of Stockholders. This Proxy Statement
is first being mailed to stockholders on or about December 17, 1999.
The proxy solicited hereby, if properly signed and returned and not revoked
prior to its use, will be voted in accordance with the instructions given
thereon. If no instructions are so specified, then the proxy will be voted for
the persons nominated to be directors by the Board of Directors, for the
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for fiscal 2000 and, upon the transaction of such other business as may properly
come before the Annual Meeting, in accordance with the best judgment of the
persons appointed as proxies. Any stockholder giving a proxy has the power to
revoke it at any time before it is exercised by (i) filing written notice
thereof with the Secretary of Washington Federal (Charles R. Richmond,
Washington Federal, Inc., 425 Pike Street, Seattle, Washington 98101); (ii)
submitting a duly executed proxy bearing a later date; or (iii) appearing at the
meeting and notifying the Secretary of his or her intention to vote in person.
Proxies solicited hereby may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
Only stockholders of record at the close of business on December 2, 1999
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, 53,645,271 shares of Common Stock were issued and
outstanding and
<PAGE> 5
the Company had no other class of equity securities issued and outstanding. Each
share of Common Stock is entitled to one vote at the Annual Meeting on matters
other than the election of directors, in respect of which cumulative voting is
permitted, as discussed below under "Information with Respect to Nominees for
Director, Directors Whose Terms Continue and Executive Officers."
VOTE REQUIRED
The election of the Company's directors requires a plurality of the votes
represented in person or by proxy at the Annual Meeting, and the other proposal
described in the accompanying Notice to Stockholders and any other business that
properly may come before the Annual Meeting require that the votes cast in favor
exceed the votes cast against the proposal.
EFFECT OF AN ABSTENTION AND BROKER NON-VOTES
A stockholder who abstains from voting on any or all proposals will be
included in the number of stockholders present at the Annual Meeting for the
purpose of determining the presence of a quorum. Abstentions will not be counted
either in favor of or against the election of the nominees or any other
proposal. Under the rules of the National Association of Securities Dealers,
brokers holding stock for the accounts of their clients who have not been given
specific voting instructions as to a matter by their clients may vote their
clients' proxies in their own discretion.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of October 1, 1999 with
respect to (i) any person or entity known by Washington Federal to be the
beneficial owner of more than 5% of the issued and outstanding Common Stock and
(ii) ownership of the Common Stock by all directors and executive officers of
Washington Federal as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
------------------------------------ ----------------- ----------------
<S> <C> <C>
FMR Corp.................................. 5,336,057(2) 9.84%
82 Devonshire Street Boston,
Massachusetts 02109-3614
All directors and executive officers as a
group (14 persons)...................... 1,724,244(3) 3.17%(4)
</TABLE>
- ------------------------------
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange
2
<PAGE> 6
Act"), a person is considered to beneficially own shares of Common Stock if
he or she has or shares: (1) voting power, which includes the power to vote,
or direct the voting of the shares; or (2) investment power, which includes
the power to dispose, or direct the disposition of the shares.
(2) FMR Corp. through its wholly-owned subsidiaries, Fidelity Management &
Research Company and Fidelity Management Trust Company, has sole power to
dispose of 5,336,057 shares and sole voting power with respect to 1,637,087
shares.
(3) Includes ownership of options to purchase Common Stock that may be exercised
by all executive officers as a group prior to December 31, 1999 aggregating
186,635 shares. Also includes 542,301 shares held by the Washington Federal
Savings Profit Sharing Retirement and Employee Stock Ownership Plan (the
"Retirement Plan") for the benefit of executive officers of Washington
Federal. Directors, unless current or former employees of Washington
Federal, do not participate in the Retirement Plan. The Retirement Plan is a
qualified, defined contribution profit sharing and employee stock ownership
plan maintained for all eligible employees of Washington Federal that
invests primarily in U.S. Government and federal agency securities,
certificates of deposit and similar instruments issued by Washington Federal
and other financial institutions. The shares of Common Stock of Washington
Federal held by the Retirement Plan are voted by the trustees of such plan,
but their disposition can be directed only by the employee to whose account
the shares are allocated. The trustees of the Retirement Plan are Karen S.
Carlson, Arline T. Fonda and Ronald L. Saper, all of whom are full or
part-time employees of Washington Federal Savings.
(4) The percentage of outstanding shares of Common Stock is based on the
54,232,061 shares of Common Stock issued and outstanding on October 1, 1999,
plus options to purchase 186,635 shares of Common Stock that are exercisable
by executive officers as a group prior to December 31, 1999.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
GENERAL
The Restated Articles of Incorporation of Washington Federal provide that
the Board of Directors shall be divided into three classes as nearly equal in
number as possible, and that the members of each class shall be elected for
terms of three years and until their successors are elected and qualified, with
one of the three
3
<PAGE> 7
classes of directors to be elected each year. The number of directors currently
authorized by Washington Federal's Bylaws is nine.
Pursuant to Washington Federal's Restated Articles of Incorporation, at
each election of directors every stockholder entitled to vote has the right to
vote, in person or by proxy, the number of shares owned by him or her for as
many persons as there are directors to be elected, or to cumulate his or her
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of his or her shares shall equal, or by
distributing such votes on the same principle among any number of candidates. In
the event that cumulative voting is in effect, it is the intention of the
persons named in the accompanying proxy to vote cumulatively for the election as
directors the nominees listed in the table below. The accompanying proxy cannot
be voted for any person who is not a nominee of the Board of Directors.
At the Annual Meeting, stockholders of Washington Federal will be asked to
elect three directors of Washington Federal for a three-year term and one
director for a one-year term, or until their successors are elected and
qualified. The three nominees for election as directors to a three-year term are
John F. Clearman, H. Dennis Halvorson and Roy M. Whitehead. W. Alden Harris is
the nominee for election as director to a one-year term. All four nominees were
selected by the Nominating Committee of the Board of Directors and currently
serve as directors of Washington Federal. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the Annual
Meeting, and no director or nominee for director is related to any other
director or executive officer of Washington Federal by blood, marriage or
adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors of
Washington Federal. Alternatively, under such circumstances the Board of
Directors of Washington Federal may reduce the number of directors of Washington
Federal.
4
<PAGE> 8
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
The following tables set forth information relating to the nominees of
Washington Federal for election as directors and directors of Washington Federal
whose term continues.
NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
John F. Clearman 62 Director; Chief Financial 1996 9,713 .02%
Officer of Milliman &
Robertson, Inc.; Director of
Metropolitan Bancorp from
July 1993 until its merger
with and into the Company on
November 29, 1996; former
President and Chief
Executive Officer of N.C.
Machinery Co.; Director of
Esterline Corporation.
H. Dennis Halvorson 60 Director; Director of 1996 14,435 .03%
Metropolitan Bancorp from
September 1994 until its
merger with and into the
Company on November 29,
1996; former President and
Chief Executive Officer of
United Bank, a Savings Bank.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Roy M. Whitehead 47 Director; President of 1999 7,365 .01%
Washington Federal since
April 1999 and Executive
Vice President from
September 1998 to April
1999; Regional Vice
President of Wells Fargo
Bank, N.A., from June 1997
to September 1998;
previously served as
President of Wells Fargo
Bank of Colorado and
predecessor organization.
</TABLE>
NOMINEE FOR ONE-YEAR TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
W. Alden Harris 66 Director; former Executive 1967 144,467 .27%
Vice President of Washington
Federal Savings.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES
BE ELECTED AS DIRECTORS.
6
<PAGE> 10
DIRECTORS WITH TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Kermit O. Hanson 83 Director; Dean Emeritus 1966 16,455 .03%
Graduate School of Business
Administration, University
of Washington; Chairman
Emeritus, Pacific Rim
Bankers Program
Guy C. Pinkerton 65 Chairman and Chief Executive 1991 699,262(4) 1.29%
Officer of Washington
Federal; former President of
Washington Federal
</TABLE>
DIRECTORS WITH TERM EXPIRING IN 2002
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Anna C. Johnson 48 Director; Senior Partner, 1995 2,125 --%
Scan East West Travel,
Seattle, Washington
Richard C. Reed 78 Director; Management 1967 122,591 .23%
Consultant, Altman Weil,
Inc., Bellevue, Washington;
former Chairman of the law
firm of Reed, McClure,
Moceri, Thonn and Moriarty,
Seattle, Washington
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
COMMON STOCK OWNED
POSITIONS WITH DIRECTLY OR INDIRECTLY AS
WASHINGTON OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(2)(3)
OCCUPATION DURING PAST DIRECTOR -------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
- ---------------------- --- ---------------------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Charles R. Richmond 60 Director; Executive Vice 1995 347,384(4) .64%
President and Secretary of
Washington Federal
</TABLE>
- ------------------------------
(1) Includes tenure as a director of Washington Federal Savings and its
predecessors.
(2) Pursuant to rules promulgated by the SEC under the Exchange Act, a person is
considered to beneficially own shares of Common Stock if he or she has or
shares: (1) voting power, which includes the power to vote, or direct the
voting of the shares; or (2) investment power, which includes the power to
dispose, or direct the disposition of the shares.
(3) Based on information furnished by the respective directors. The percentage
of outstanding shares of Common Stock is based on the 54,232,061 shares of
Common Stock issued and outstanding on October 1, 1999, plus options to
purchase shares of Common Stock that are exercisable by a director prior to
December 31, 1999.
(4) Includes in the case of Messrs. Pinkerton and Richmond, options to purchase
9,300 shares and 71,263 shares of Common Stock, respectively, which are
exercisable prior to December 31, 1999, as well as 284,111 shares and
191,295 shares of Common Stock, respectively, which are held pursuant to the
Retirement Plan.
8
<PAGE> 12
CERTAIN EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information concerning the current executive
officers of Washington Federal who are not directors and who are listed in the
Summary Compensation Table under "Executive Compensation" below.
<TABLE>
<CAPTION>
COMMON STOCK
POSITIONS WITH OWNED DIRECTLY
WASHINGTON OR INDIRECTLY AS OF
FEDERAL AND PRINCIPAL OCTOBER 1, 1999(1)(2)
OCCUPATION DURING PAST ---------------------
NAME AGE FIVE YEARS NO. PERCENTAGE
- ---------------------------- --- ---------------------------- ------- ----------
<S> <C> <C> <C> <C>
William A. Cassels 58 Executive Vice President 124,670(3) .23%
since October 1995;
previously served as Senior
Vice President
Ronald L. Saper 49 Executive Vice President and 74,021(3) .14%
Chief Financial Officer
since October 1995;
previously served as Senior
Vice President and Chief
Financial Officer
</TABLE>
- ------------------------------
(1) Pursuant to rules promulgated by the SEC under the Exchange Act, a person is
considered to beneficially own shares of Common Stock if he or she has or
shares: (1) voting power, which includes the power to vote, or direct the
voting of the shares, or (2) investment power, which includes the power to
dispose, or direct the disposition of the shares.
(2) Based on information furnished by the respective officers. The percentage of
outstanding shares of Common Stock is based upon the 54,232,061 shares of
Common Stock issued and outstanding on October 1, 1999, plus options to
purchase shares of Common Stock that are exercisable by that executive
officer prior to December 31, 1999.
(3) Includes in the case of Messrs. Cassels and Saper options to purchase 20,872
shares and 55,966 shares of Common Stock, respectively, which are
exercisable prior to December 31, 1999, as well as, 8,199 shares and 12,195
shares of Common Stock, respectively, which are held pursuant to the
Retirement Plan.
9
<PAGE> 13
STOCKHOLDER NOMINATIONS
Pursuant to Article IV, Section 4.15 of Washington Federal's Bylaws,
stockholders of Washington Federal may name nominees for election to the Board
of Directors by submitting such written nominations to the Secretary of
Washington Federal at least ninety (90) days prior to the anniversary date of
the mailing of proxy materials by Washington Federal in connection with the
immediately preceding annual meeting of stockholders of Washington Federal. Such
stockholder's notice shall set forth (a) the name and address of the stockholder
who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of stock of
Washington Federal entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the SEC; and (e) the consent of each nominee to
serve as director of Washington Federal if elected. If a nomination is made in
accordance with applicable requirements, then ballots will be provided for use
by stockholders at the stockholder meeting bearing the name of such nominee or
nominees. No nominations for election as a director at the Annual Meeting were
submitted to Washington Federal in accordance with the foregoing requirements.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, Washington Federal's directors and
executive officers and any persons holding more than 10% of the outstanding
Common Stock must report their ownership of Washington Federal's securities and
any changes in that ownership to the SEC by specific dates. Washington Federal
believes that during the fiscal year ended September 30, 1999, all of these
filing requirements were satisfied by its directors and executive officers. In
making the foregoing statement, Washington Federal has relied in part on
representations of its directors and executive officers and copies of the
reports that they have filed with the SEC.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of Washington Federal held a total of ten meetings
during the last fiscal year. No incumbent director attended fewer than 75% of
the
10
<PAGE> 14
aggregate of the total number of meetings of the Board of Directors held during
his or her tenure in office during the last fiscal year or the total number of
all meetings held by all committees of the Board of Directors on which he or she
served during such year. Washington Federal paid its directors a $1,000 monthly
retainer plus $525 for each meeting attended. Messrs. Kean and Mersereau, former
directors who currently serve as director emeriti, also receive the $1,000
monthly retainer. The Board of Directors has established Executive, Audit,
Personnel and Stock Compensation and Nominating Committees. Directors were paid
$375 (committee chairmen were paid $475) for each committee meeting attended,
other than short meetings held in conjunction with regularly scheduled board
meetings.
The Board of Directors selects certain of its members to serve on its
Executive Committee. The present Executive Committee consists of Messrs.
Pinkerton (Chairman), Clearman, Hanson, Harris and Reed. The Executive Committee
is authorized to exercise all the authority of the Board of Directors in the
management of Washington Federal between board meetings unless otherwise
provided by the Bylaws of Washington Federal. The Executive Committee did not
meet during the last fiscal year.
The Board of Directors has a standing Audit Committee. The Audit Committee
consists of Mr. Clearman (Chairman), Ms. Johnson and Mr. Reed. The Audit
Committee reviews and accepts the reports of Washington Federal's independent
auditors and the federal examiners. The Audit Committee met two times during the
last fiscal year.
The Board of Directors has a standing Personnel and Stock Compensation
Committee (the "Committee"). The Committee consists of Messrs. Harris
(Chairman), Halvorson and Hanson. No member of the Committee has served as an
officer or an employee of Washington Federal or Washington Federal Savings
during the past five years. The Committee studies personnel and compensation
recommendations made by the Chief Executive Officer and makes recommendations to
the Board of Directors. Further, the Committee is authorized to act under
Washington Federal's stock option plans to grant stock options, stock
appreciation rights and performance shares. The Committee met four times during
the last fiscal year.
The Board of Directors has appointed three of its members to serve as a
Nominating Committee in connection with the election of directors. For the
present Annual Meeting, the Board of Directors appointed Mr. Hanson (Chairman),
Ms. Johnson and Mr. Reed to serve on the Nominating Committee. The Nominating
Committee met one time during the last fiscal year.
11
<PAGE> 15
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information concerning
the compensation awarded or paid by or on behalf of Washington Federal for
services rendered in all capacities during the last three fiscal years to the
Chief Executive Officer and the top four other executive officers of Washington
Federal whose total compensation during the last fiscal year exceeded $100,000
(the "Named Executives").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- --------------------- -------
RESTRICTED
NAME AND PRINCIPAL POSITION FISCAL OTHER ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
DURING FISCAL 1999 YEAR SALARY(1) BONUS(2) COMPENSATION(3) AWARD(S) SARS(#) PAYOUTS COMPENSATION(4)
- ---------------------------- ------ --------- -------- --------------- ---------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Guy C. Pinkerton(5) 1999 $385,980 $ 0 0 0 0 0 $ 42,178
Chairman and 1998 353,630 34,776 0 0 12,000 0 39,744
Chief Executive 1997 314,750 32,118 0 0 0 0 37,584
Officer
Roy M. Whitehead(5) 1999 $222,000 $ 0 0 0 0 0 $ 18,096
President 1998 2,354 0 0 0 40,000 0 0
1997 0 0 0 0 0 0 0
William A. Cassels 1999 $165,600 $ 0 0 0 0 0 $ 17,965
Executive Vice President 1998 143,400 14,238 0 0 8,000 0 16,272
1997 124,800 12,558 0 0 0 0 14,688
Charles R. Richmond 1999 $243,900 $ 0 0 0 0 0 $ 26,617
Executive Vice President 1998 234,750 22,176 0 0 8,000 0 25,344
and Secretary 1997 218,550 20,736 0 0 0 0 24,264
Ronald L. Saper 1999 $187,410 $ 0 0 0 0 0 $ 20,389
Executive Vice President 1998 165,510 16,632 0 0 8,000 0 19,008
and Chief Financial Officer 1997 150,300 15,201 0 0 0 0 17,784
</TABLE>
- ------------------------------
(1) Includes director's fees for Messrs. Pinkerton, Whitehead, and Richmond.
Includes amounts deferred by Messrs. Whitehead, Cassels, and Saper pursuant
to the Retirement Plan, which permits deferrals pursuant to Section 401(k)
of the Internal Revenue Code of 1986, as amended (the "Code"). During fiscal
1999, 1998 and 1997, Messrs. Pinkerton and Richmond did not defer amounts
pursuant to the Retirement Plan.
(2) Represents cash profit sharing bonus paid semi-annually to all officers and
employees as of June 30 and December 31 in fiscal 1998 and 1997.
(3) Washington Federal owns automobiles for use by Messrs. Whitehead, Cassels,
Richmond and Saper and certain other employees. Washington Federal also pays
club dues and other miscellaneous benefits for certain executive officers.
Washington Federal has concluded that the individual and aggregate amount of
personal benefits provided, which are not reflected in the above table, did
12
<PAGE> 16
not exceed the lesser of $50,000 or 10% of the cash compensation reported
above for each of the Named Executives.
(4) Consists of amounts allocated or paid by Washington Federal to the executive
officer pursuant to the Retirement Plan.
(5) Mr. Whitehead joined the Company as Executive Vice President in September
1998 and assumed Mr. Pinkerton's duties as President in April 1999. Mr.
Pinkerton remains Chairman and Chief Executive Officer of the Company.
OPTIONS/SARS GRANTED IN FISCAL 1999
No stock options were granted to the Named Executives during the year ended
September 30, 1999.
AGGREGATE OPTIONS/SARS EXERCISED IN FISCAL 1999 AND FISCAL YEAR END OPTION/SAR
VALUES
The following table sets forth certain information with respect to the
exercise of stock options during fiscal 1999 and outstanding stock options held
by the Named Executives as of September 30, 1999.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
SHARES AT YEAR END SEPTEMBER 30, 1999(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Guy C. Pinkerton 0 $ 0 9,300 14,520 $ 94,098 $ 0
Roy M. Whitehead 0 0 0 44,000 0 97,570
William A. Cassels 0 0 20,873 29,008 197,763 171,843
Charles R. Richmond 0 0 71,263 38,673 693,398 257,770
Ronald L. Saper 0 0 55,967 30,880 530,615 188,541
</TABLE>
- ------------------------------
(1) The indicated value is based on the $23.18 per share market value of the
Common Stock at September 30, 1999, minus the exercise price.
13
<PAGE> 17
REPORT OF THE PERSONNEL AND STOCK COMPENSATION COMMITTEE
The Personnel and Stock Compensation Committee reviews and establishes
management compensation and compensation policies and procedures. Following
review and approval by the Committee, all issues pertaining to executive
compensation are submitted to the full Board of Directors for its approval. The
Committee also has responsibility for the grant of awards under Washington
Federal's stock option plans.
Executive officer compensation adjustments were based on Washington
Federal's overall performance in the past year and an analysis of compensation
levels necessary to attract and maintain quality personnel. In this way,
Washington Federal is able to compete for and retain talented executives who are
critical to Washington Federal's long-term success and aligns the interest of
those with the long-term interests of Washington Federal's stockholders.
Executive compensation consists of three components: cash compensation,
including base salary and incentive bonus; long-term incentive compensation in
the form of stock options; and executive benefits. The components are intended
to provide incentives to achieve short and long-range objectives of Washington
Federal and to reward exceptional performance. Performance is evaluated not only
with respect to Washington Federal's earnings but also with respect to
comparable industry performance, the accomplishment of Washington Federal's
business objectives and the individual's contribution to Washington Federal's
core earnings and stockholder value. The competitiveness of Washington Federal's
compensation structure is determined by a thorough review of compensation survey
data collected by the Committee. To motivate job performance and to encourage
growth in stockholder value, stock options are granted under Washington
Federal's stock option plan to all executives and other personnel in order to
encourage substantial contributions toward the overall success of Washington
Federal. The Committee believes that this focuses attention on managing
Washington Federal from the perspective of an owner with an equity stake in the
business. With respect to executive benefits, executive officers receive all
normal employee fringe benefits.
In determining the overall compensation package for the Chief Executive
Officer, the Committee considered each of the factors enumerated in the
preceding paragraphs regarding compensation for executive officers of Washington
Federal, as well as the financial performance achieved by Washington Federal
during the past fiscal year. In addition to a high level of earnings, Washington
Federal continued at or near the top of the financial industry for such key
financial performance measures as return on average assets, return on average
equity, capital and efficiency ratios. Additionally, the Committee reviewed
various compen-
14
<PAGE> 18
sation packages provided to executive officers of publicly-traded financial
institutions. The results of such review showed Mr. Pinkerton's overall
compensation package to be below the median for chief executive officers of
publicly-traded financial institutions of comparable size and performance.
THE PERSONNEL AND STOCK
COMPENSATION COMMITTEE
W. Alden Harris, Chairman
H. Dennis Halvorson
Kermit O. Hanson
15
<PAGE> 19
PERFORMANCE GRAPHS
The following graphs compare the cumulative total return to Washington
Federal stockholders (stock price appreciation plus reinvested dividends) to the
cumulative total return of the Nasdaq Stock Market Index (U.S. Companies) and
the Nasdaq Financial Stocks Index since the inception of Washington Federal,
Inc. on February 3, 1995 and since Washington Federal Savings first became a
publicly traded company on November 17, 1982, respectively. The graphs assume
that $100 was invested on February 3, 1995 and November 17, 1982, respectively,
in Washington Federal Common Stock, the Nasdaq Stock Market Index and the Nasdaq
Financial Stocks Index, and that all dividends were reinvested. Management of
Washington Federal cautions that the stock price performance shown in the graphs
below should not be considered indicative of potential future stock price
performance.
<TABLE>
<CAPTION>
WASHINGTON NADAQ STOCK MARKET NASDAQ FINANCIAL
FEDERAL, INC. (US COMPANIES) STOCKS
------------- ------------------ ----------------
<S> <C> <C> <C>
100.0000 100.0000 100.0000
02/03/95 108.8400 105.1000 104.8000
108.8400 108.2100 105.7800
111.5600 111.7600 108.4700
124.1500 114.4800 111.9700
119.7300 123.6000 116.1700
118.3700 132.5800 122.2500
126.5300 135.0800 127.9800
09/29/95 129.2500 138.1800 131.7500
124.4900 137.1900 131.8400
131.2900 140.2600 137.5600
139.4600 139.3200 139.6000
130.6100 140.3300 139.8500
127.9600 145.6600 141.7800
130.2000 145.8400 145.2700
125.7100 157.6500 145.0200
129.4600 164.6500 146.5400
122.7200 156.9100 146.1300
127.2100 143.0900 143.2900
132.4500 151.1500 153.6800
09/30/96 141.4300 162.4600 161.0300
143.6700 161.7500 167.2300
159.3900 171.1600 178.7300
158.6400 170.9500 179.4500
155.6500 182.7100 188.1300
167.9200 173.3300 196.8000
149.8100 161.7700 187.1900
158.0400 166.9400 189.8600
173.6800 185.4200 201.9800
169.1500 190.9500 214.8100
186.0300 211.0400 231.7000
179.4400 210.1900 229.8700
09/30/97 195.0800 223.2100 252.0000
194.2600 211.0200 251.6000
211.9600 211.9400 259.0000
207.0200 207.9400 281.6700
194.2600 214.4300 270.8200
200.1000 234.4400 285.0800
201.0100 243.0700 297.2800
203.7200 247.4100 301.5900
201.4600 235.5500 289.6800
200.1000 250.8900 291.4500
188.3300 247.9300 283.7200
163.8900 198.5200 230.1100
09/30/98 181.0900 224.2900 241.1600
193.3100 234.5600 259.1700
183.8000 258.1500 268.3800
193.3100 290.3500 292.6500
186.0700 331.8200 337.4900
179.2800 302.9700 313.0200
167.3300 325.9300 342.6100
176.2900 336.7100 478.9100
179.2800 327.1300 415.4900
178.7800 355.6800 426.9200
196.7100 349.3800 368.0700
190.2300 362.7300 338.7100
09/30/99 184.7600 363.6300 313.2300
</TABLE>
<TABLE>
<CAPTION>
WASHINGTON NADAQ STOCK MARKET NASDAQ FINANCIAL
FEDERAL, INC. (US COMPANIES) STOCKS
------------- ------------------ ----------------
<S> <C> <C> <C>
11/30/82 100.0000 100.0000
96.7533 100.0430
115.5840 106.9050
123.3770 112.2080
129.8700 116.5680
159.3650 126.1500
172.4280 132.8960
157.5310 137.1870
162.7820 130.8420
150.9670 125.8750
166.1830 127.6960
154.3130 118.1830
160.9070 122.9690
162.2710 119.9260
164.9310 115.5480
141.6690 108.7210
135.6830 107.9510
131.0530 106.5130
122.9880 100.2200
137.1010 103.1600
141.5480 98.8765
154.7860 109.6120
154.7860 107.5890
154.7860 106.3360
220.1230 104.3990
242.5430 106.4740
237.6510 119.9690
235.4090 122.3240
269.0390 120.1840
272.4020 120.7700
291.4590 125.1780
334.6170 127.5020
321.1650 129.6930
336.2980 128.1520
09/30/85 329.5730 120.6710
353.1130 125.9270
374.9730 135.1430
396.8320 139.6370
469.8090 144.5350
499.4030 154.7630
488.3050 161.3020
464.9720 164.9690
472.4110 172.2530
544.9470 174.5560
557.3910 159.8600
602.2810 164.8060
538.6860 150.9490
556.7470 155.2970
530.4140 154.7800
537.9380 150.1480
575.8440 168.7660
670.5560 182.9320
670.5560 185.1190
558.7770 179.8500
565.9120 179.3030
634.5070 182.8030
719.5940 187.2200
636.5660 195.8460
678.1450 191.2490
521.6500 139.1630
492.6690 131.3590
609.0980 142.2540
679.3780 148.3620
708.6620 157.9570
701.8770 161.2670
649.8860 163.2430
682.3800 159.4160
708.3760 169.8850
676.0460 166.7300
669.4820 162.0890
09/30/88 768.4610 166.8930
775.0850 164.6330
708.8390 159.8940
756.7530 164.1690
783.5410 172.7430
770.1470 172.0590
752.1940 175.0810
901.1440 184.0430
968.1710 192.0580
1050.0900 187.3750
1149.2300 195.3600
1171.7600 202.0270
1395.4500 203.5730
1202.5800 196.1300
1164.7700 196.3280
1089.1300 195.7810
1083.0300 178.9890
1174.5600 183.3020
1281.3300 187.4820
1222.0500 180.8230
1354.6400 197.5680
1314.2800 198.9970 100.0000
1308.0100 188.6440 96.0119
1110.3500 164.0950 86.3731
1058.0400 148.2980 75.9600
1009.6500 141.9830 72.9462
1097.7000 154.5610 81.3484
1197.4900 160.9230 85.1910
1257.6500 178.2960 90.4469
1423.7600 195.0200 100.0030
1494.9500 207.6110 105.0270
1602.9200 208.6520 109.6960
1590.8700 217.8600 114.0430
1614.9700 204.8640 111.2110
1713.4300 216.1080 117.6180
1810.6500 226.2840 123.2920
09/30/91 1786.3500 226.8000 120.2570
1799.6000 233.7310 124.6190
1738.3900 225.5180 121.6060
1946.5000 252.3950 132.5540
2022.6800 266.9750 137.5060
1893.1800 272.6830 141.6710
1887.0100 259.8980 142.0680
1968.0200 249.0980 147.1940
1809.4600 251.9520 152.6140
2033.3100 242.6070 152.3230
1992.7300 250.0240 156.6690
1898.7300 242.4000 153.7080
1970.9200 251.0740 158.4000
2027.7800 260.5010 162.5330
2141.4800 280.9740 171.8160
2046.7300 291.3990 181.8450
2044.2200 299.7460 186.3210
2227.6300 288.7390 189.3820
2311.6900 297.0730 195.2200
2306.8900 284.7140 186.0020
2095.2500 301.5500 181.5620
2201.0700 303.0220 186.6510
2325.8000 303.3450 192.4400
2325.8000 319.7620 194.8200
2429.0700 328.3460 197.0020
2300.1000 335.4400 192.7750
2106.6300 324.7340 184.1470
2246.3500 334.3810 190.7280
2170.1600 344.5700 192.4990
2098.6100 341.1390 189.6440
2062.8400 320.0290 185.5110
2046.0400 315.8880 192.1380
2154.3500 316.4690 198.6880
2118.2500 303.8870 195.8670
2090.0900 310.8610 198.7120
2114.4000 329.5680 204.7750
09/30/94 2001.1400 328.9960 197.0490
1743.3300 334.6780 190.9200
1749.4700 322.9820 182.6240
1706.5000 323.6880 182.1950
1826.1700 325.0830 189.2940
1987.6700 341.6680 199.8570
1987.6700 351.7760 201.6860
2060.0600 363.2990 205.1680
2292.4400 372.1670 212.5360
2210.7900 401.8120 217.5370
2208.3900 430.9800 226.6330
2360.7000 439.1160 237.4980
2411.4600 449.2020 245.3240
2345.2300 445.9820 246.9160
2473.3900 455.9430 260.1690
2627.1700 452.8990 264.4690
2484.6800 456.1970 264.3390
2434.2100 473.5270 266.6670
2476.9100 474.1080 272.7250
2416.5500 512.4710 271.0160
2488.4700 535.2460 274.9340
2359.0200 510.1030 276.2250
2473.9800 465.1500 271.2710
2575.8500 491.3690 288.9300
2750.4800 528.1390 301.9330
2820.7800 525.8100 314.1550
3129.3000 556.4160 338.2050
3114.6100 555.7360 338.2130
3084.8900 593.9690 353.4110
3328.1200 563.4710 371.4550
2969.2100 525.8920 351.5430
3162.0700 542.7060 360.1790
3474.9800 602.7810 384.4900
3384.4000 620.7530 410.0180
3754.4800 686.0700 444.1880
3621.5800 683.2770 436.6120
09/30/97 3937.2200 725.6210 478.3710
3947.6700 685.9840 473.4660
4307.3100 688.9720 488.6260
4206.9500 675.9720 529.9720
3977.4000 697.0690 503.3830
4097.0600 762.1330 532.9670
4115.6000 790.1850 554.3570
4203.4100 804.2740 557.4070
4156.7100 765.7310 533.8250
4128.6900 815.6080 534.5630
3918.1000 805.9880 517.6850
3409.5000 645.3660 416.5010
3767.4000 729.1290 441.0630
4059.8500 762.5110 479.3640
3860.1800 839.1980 495.0920
4059.8500 943.8640 515.2980
3943.1100 1078.6800 507.9970
3799.2000 984.9040 495.5110
3545.9200 1059.5300 497.7480
3775.7300 1094.5900 563.1440
3839.7300 1063.4600 538.4080
3829.0600 1156.2700 538.2830
4254.6000 1135.7600 502.8820
4114.5800 1179.1800 472.3360
09/30/99 3996.0900 1182.1100 451.0340
</TABLE>
16
<PAGE> 20
INDEBTEDNESS OF MANAGEMENT
Washington Federal Savings will from time to time make mortgage loans to
officers and employees on the security of their residences at prevailing
contractual interest rates. Management believes that these loans do not involve
more than the normal risks of collectibility or present other unfavorable
features. Except for loan origination fees, which Washington Federal Savings
waived prior to August 1989, these loans are made on substantially the same
terms as those prevailing at the time for comparable transactions with
non-affiliated persons. Such loans made to executive officers totaled $501,884
at September 30, 1999. Washington Federal Savings also makes loans secured by
savings accounts to its non-executive officers and employees. These loans are
made on the same terms as those prevailing for comparable loans to
non-affiliated persons.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
At the Annual Meeting, stockholders of Washington Federal will be asked to
ratify the appointment of Deloitte & Touche LLP as Washington Federal's
independent public accountants for the year ending September 30, 2000. This
appointment was recommended by the Audit Committee of Washington Federal and
approved by the Board of Directors of Washington Federal. If the stockholders of
Washington Federal do not ratify the appointment of Deloitte & Touche LLP, then
the Board of Directors of Washington Federal will reconsider the appointment.
Deloitte & Touche LLP has advised Washington Federal that neither the firm
nor any of its members has any direct or indirect financial interest in, or
during the last three years, has had any other connection with Washington
Federal other than the usual relationship which exists between independent
public accountants and clients.
The professional services rendered by Deloitte & Touche LLP during fiscal
1999 consisted of auditing Washington Federal's financial statements, services
related to filings with the OTS and consultations on matters related to taxes,
accounting and financial reporting.
17
<PAGE> 21
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting and available to respond to appropriate questions and will be given an
opportunity to make a statement if the representative chooses to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY STOCKHOLDERS FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WASHINGTON FEDERAL'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Washington
Federal. Washington Federal will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of the Common stock. In addition to
solicitations by mail, directors, officers and employees of Washington Federal
may solicit proxies personally or by telephone without additional compensation.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next annual meeting of
stockholders of Washington Federal must be received at the main office of
Washington Federal no later than August 19, 2000. If such proposal is in
compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it
will be included in the proxy statement and set forth on the form of proxy
issued for the next annual meeting of stockholders. It is urged that any such
proposals be sent by certified mail, return receipt requested.
No stockholder proposals were submitted in connection with this Annual
Meeting. Stockholder proposals that are not submitted for inclusion in
Washington Federal's proxy materials pursuant to Rule 14a-8 under the Exchange
Act may be brought before an annual meeting pursuant to Section 2.15 of
Washington Federal's Bylaws, which provides that business at an annual meeting
of stockholders must be
18
<PAGE> 22
(a) properly brought before the meeting by or at the direction of the Board of
Directors, or (b) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of Washington Federal. To be timely, a stockholder's notice must
be delivered to, or mailed and received at, the principal executive offices of
Washington Federal not later than 90 days prior to the anniversary date of the
mailing of proxy materials by Washington Federal in connection with the
immediately preceding annual meeting of stockholders of Washington Federal, or
not later than September 18, 2000 in connection with the annual meeting of
stockholders for the year 2001 of Washington Federal. Such stockholder's notice
is required to set forth certain information specified in Washington Federal's
Bylaws.
ANNUAL REPORTS
Stockholders of Washington Federal as of the record date for the Annual
Meeting are being forwarded a copy of Washington Federal's Annual Report to
Stockholders for the year ended September 30, 1999 (the "Annual Report").
Included in the Annual Report are the consolidated statements of financial
condition of Washington Federal as of September 30, 1999 and 1998 and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended September 30, 1999,
prepared in accordance with generally accepted accounting principles, and the
related report of Washington Federal's independent public accountants. The
Annual Report is not a part of this Proxy Statement.
UPON RECEIPT OF A WRITTEN REQUEST, WASHINGTON FEDERAL WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC UNDER THE EXCHANGE ACT FOR THE YEAR ENDED SEPTEMBER 30, 1999. UPON
WRITTEN REQUEST AND A PAYMENT OF A COPYING CHARGE OF $.10 PER PAGE, WASHINGTON
FEDERAL WILL FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO RONALD
L. SAPER, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, WASHINGTON
FEDERAL, INC., 425 PIKE STREET, SEATTLE, WASHINGTON 98101. THE ANNUAL REPORT ON
FORM 10-K IS NOT A PART OF THIS PROXY STATEMENT.
19
<PAGE> 23
REVOCABLE PROXY
WASHINGTON FEDERAL, INC.
425 Pike Street, Seattle, Washington 98101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the Board of Directors as Proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent the undersigned and to vote as designated below, all the shares of
Common Stock of Washington Federal, Inc. ("Washington Federal") held of record
by the undersigned on December 2, 1999, at the Annual Meeting of Stockholders to
be held at the Seattle Sheraton Hotel, 1400 Sixth Avenue, Seattle, Washington,
on January 24, 2000, or at any adjournment thereof (the "Annual Meeting").
This proxy may be revoked at any time before it is exercised.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, then this proxy
will be voted for the nominees named under Proposal 1 and for Proposal 2. In the
discretion of the Proxies, shares may be voted cumulatively so as to elect the
maximum number of nominees for director.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO]
WASHINGTON FEDERAL, INC
<PAGE> 24
Please mark [X]
your votes as
indicated in
this example.
<TABLE>
<CAPTION>
FOR all nominees WITHHOLD
named below (except AUTHORITY
as marked to the to vote for all
contrary below) nominees named below
<S> <C> <C>
1. ELECTION OF DIRECTORS:
Nominees for a three-year term: John F. Clearman, [ ] [ ]
H. Dennis Halvorson and Roy M. Whitehead
Nominee for a one-year term: W. Alden Harris
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Proposal to ratify the appointment of Deloitte & [ ] [ ] [ ]
Touche LLP as the independent public accountants
of Washington Federal for fiscal year 2000.
</TABLE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
The undersigned hereby acknowledges receipt of a Notice of Annual Meeting of
Stockholders of Washington Federal called for the 24th day of January 2000 and a
Proxy Statement for such Annual Meeting prior to the signing of this proxy.
IN VIEW OF THE IMPORTANCE OF THE ACTION TO BE TAKEN AND TO
SAVE THE COST OF FURTHER PROXY SOLICITATION, WE URGE YOU TO
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Signature(s) ________________________________________ Dated:___________________
Please sign exactly as your name appears on the stock certificate. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give title as such. If executed by a
corporation, sign full corporate name by a duly authorized officer.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
[LOGO]
WASHINGTON FEDERAL, INC
Annual Meeting of Stockholders
Monday, January 24, 2000
2:00 p.m. PST
Seattle Sheraton Hotel
1400 Sixth Avenue
Seattle, Washington
