<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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WASHINGTON 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 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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(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 22, 2000
Dear Stockholder:
You are invited to attend our Annual Meeting of Stockholders to be held on
Wednesday, January 24, 2001 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/ ROY M. WHITEHEAD
Roy M. Whitehead
President 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, 2001
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 Wednesday, January 24, 2001, at 2:00
p.m., Pacific Time, for the following purposes:
1. To elect three directors for a three-year term and 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 2001; 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 1, 2000 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 22, 2000
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, 2001
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 Wednesday, January 24, 2001, 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 22, 2000.
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 2001 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 1, 2000
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, 52,173,590 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, 2000 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. .................................. 3,161,879(2) 6.07%
82 Devonshire Street
Boston, Massachusetts 02109-3614
All directors and executive officers as a
group (13 persons)........................ 1,877,924(3) 3.59%(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 3,161,879 shares and sole voting power with respect to 1,630,521
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, 2000 aggregating
259,587 shares. Also includes 340,707 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
52,120,932 shares of Common Stock issued and outstanding on October 1, 2000,
plus options to purchase 259,587 shares of Common Stock that are exercisable
by executive officers as a group prior to December 31, 2000.
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 until
their successors are elected and qualified. The three nominees for election as
directors to a three-year term are Kermit O. Hanson, W. Alden Harris and Guy C.
Pinkerton. All 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 terms continue.
NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2004
<TABLE>
<CAPTION>
POSITIONS WITH COMMON STOCK OWNED
WASHINGTON DIRECTLY OR INDIRECTLY AS OF
FEDERAL AND PRINCIPAL OCTOBER 1, 2000(2)(3)
OCCUPATION DURING DIRECTOR -----------------------------
NAME AGE PAST FIVE YEARS SINCE(1) NO. PERCENTAGE
--------------------- --- --------------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Kermit O. Hanson 84 Director; Dean 1966 16,455 .03%
Emeritus Graduate
School of Business
Administration,
University of
Washington; Chairman
Emeritus, Pacific Rim
Bankers Program.
W. Alden Harris 67 Director; former 1967 158,250 .30%
Executive Vice
President of
Washington Federal
Savings.
Guy C. Pinkerton 66 Chairman; former 1991 817,448(4) 1.57%
President and Chief
Executive Officer of
Washington Federal
Savings.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE
ELECTED AS DIRECTORS.
5
<PAGE> 9
DIRECTORS WITH TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
POSITIONS WITH COMMON STOCK OWNED
WASHINGTON DIRECTLY OR INDIRECTLY AS OF
FEDERAL AND PRINCIPAL OCTOBER 1, 2000(2)(3)
OCCUPATION DURING DIRECTOR -----------------------------
NAME AGE PAST FIVE YEARS SINCE(1) NO. PERCENTAGE
--------------------- --- --------------------- -------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Anna C. Johnson 49 Director; Senior 1995 2,326 --%
Partner, Scan East
West Travel, Seattle,
Washington.
Richard C. Reed 79 Director; Management 1967 122,591 .24%
Consultant, Altman
Weil, Inc., Bellevue,
Washington; former
Chairman of the law
firm of Reed,
McClure, Moceri,
Thonn and Moriarty,
Seattle, Washington.
Charles R. Richmond 61 Director; Executive 1995 392,723(4) .75%
Vice President and
Secretary of
Washington Federal
Savings.
</TABLE>
6
<PAGE> 10
DIRECTORS WITH TERMS EXPIRING IN 2003
<TABLE>
<CAPTION>
POSITIONS WITH COMMON STOCK OWNED
WASHINGTON DIRECTLY OR INDIRECTLY AS
FEDERAL AND PRINCIPAL OF OCTOBER 1, 2000(2)(3)
OCCUPATION DURING PAST DIRECTOR --------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
--------------------- --- ---------------------------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
John F. Clearman 63 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 61 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>
7
<PAGE> 11
<TABLE>
<CAPTION>
POSITIONS WITH COMMON STOCK OWNED
WASHINGTON DIRECTLY OR INDIRECTLY AS
FEDERAL AND PRINCIPAL OF OCTOBER 1, 2000(2)(3)
OCCUPATION DURING PAST DIRECTOR --------------------------
NAME AGE FIVE YEARS SINCE(1) NO. PERCENTAGE
--------------------- --- ---------------------------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Roy M. Whitehead 48 Director; Chief Executive 1999 23,813(4) .05%
Officer of Washington
Federal since October 2000;
President of 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>
------------------------------
(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 52,120,932 shares of
Common Stock issued and outstanding on October 1, 2000, plus options to
purchase shares of Common Stock that are exercisable by a director prior to
December 31, 2000.
(4) Includes in the case of Messrs. Pinkerton, Richmond and Whitehead, options
to purchase 21,186 shares, 116,602 shares and 6,000 shares of Common Stock,
respectively, which are exercisable prior to December 31, 2000, as well as
100,000 shares, 191,295 shares and 5,313 shares of Common Stock,
respectively, which are held pursuant to the Retirement Plan. Also includes
7,500
8
<PAGE> 12
shares of restricted stock which were granted to Mr. Whitehead on December
13, 1999, 1,500 shares of which vest on each anniversary of the grant.
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, 2000(1)(2)
OCCUPATION DURING PAST ---------------------
NAME AGE FIVE YEARS NO. PERCENTAGE
------------------------------ --- ---------------------------- ------- ----------
<S> <C> <C> <C> <C>
William A. Cassels 59 Executive Vice President 139,388(3) .27%
Ronald L. Saper 50 Executive Vice President and 86,681(3) .17%
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 52,120,932 shares of
Common Stock issued and outstanding on October 1, 2000, plus options to
purchase shares of Common Stock that are exercisable by an executive officer
prior to December 31, 2000.
(3) Includes in the case of Messrs. Cassels and Saper options to purchase 35,590
shares and 67,809 shares of Common Stock, respectively, which are
exercisable prior to December 31, 2000, as well as 8,199 shares and 13,012
shares of Common Stock, respectively, which are held pursuant to the
Retirement Plan.
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 preced-
9
<PAGE> 13
ing 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, 2000, 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 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, except Mr. Reed who attended only seven of
the ten monthly Board meetings held during the period. Washington Federal paid
its directors a $1,000 monthly retainer plus $600 for each meeting attended.
Messrs. Kean and Mersereau, former directors who currently serve as directors
emeriti, also receive
10
<PAGE> 14
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 members are
independent as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers, Inc. listing standards. The Audit Committee reviews and
accepts the reports of Washington Federal's independent auditors and the federal
examiners. The Audit Committee met twice during the last fiscal year. On May 22,
2000, the Board of Directors adopted an Audit Committee Charter in the form
attached hereto as Appendix A.
11
<PAGE> 15
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 "Communication with Audit Committees," as may be
modified or supplemented. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, as may be modified or supplemented,
and has discussed with the independent accountants, the independent accountants'
independence. Based on the review and discussions referred to above in this
report, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the last fiscal year for filing with the SEC.
AUDIT COMMITTEE
John F. Clearman, Chairman
Anna C. Johnson
Richard C. Reed
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 three 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. Clearman
(Chairman), Mr. Halvorson and Ms. Johnson to serve on the Nominating Committee.
The Nominating Committee met one time during the last fiscal year.
12
<PAGE> 16
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 2000 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) 2000 $351,950 $15,258 0 0 19,998 0 $38,544
Chairman and 1999 385,980 0 0 0 0 0 42,178
Chief Executive 1998 353,630 34,776 0 0 12,000 0 39,744
Officer
Roy M. Whitehead(5) 2000 $260,750 $11,218 0 7,500(6) 30,000 0 $26,400
President 1999 222,000 0 0 0 0 0 18,096
1998 2,354 0 0 0 40,000 0 0
William A. Cassels 2000 $181,500 $ 8,280 0 0 13,332 0 $19,470
Executive Vice President 1999 165,600 0 0 0 0 0 17,965
1998 143,400 14,238 0 0 8,000 0 16,272
Charles R. Richmond 2000 $280,250 $12,195 0 0 6,666 0 $28,050
Executive Vice President 1999 243,900 0 0 0 0 0 26,617
and Secretary 1998 234,750 22,176 0 0 8,000 0 25,344
Ronald L. Saper 2000 $195,900 $ 9,371 0 0 15,000 0 $21,318
Executive Vice President 1999 187,410 0 0 0 0 0 20,389
and Chief Financial 165,510 16,632
Officer 1998 0 0 8,000 0 19,008
</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
2000, 1999 and 1998, Messrs. Pinkerton and Richmond did not defer amounts
pursuant to the Retirement Plan.
(2) Represents cash profit sharing bonus paid to all officers and employees in
fiscal years 2000 and 1998 upon reaching certain financial goals for the
Company.
(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
13
<PAGE> 17
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 Named
Executives 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 and Chief
Executive Officer in October 2000. Mr. Pinkerton remains Chairman of the
Company.
(6) Consists of shares of restricted stock which were granted to Mr. Whitehead
on December 13, 1999. The September 30, 2000 aggregate value of such shares
of restricted stock was $170,625. One thousand and five hundred (1,500) of
such shares vest on each anniversary of the date of grant.
OPTIONS/SARS GRANTED IN FISCAL 2000
The following table sets forth certain information with respect to stock
options granted to the Named Executives during the year ended September 30,
2000.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- RATES OF STOCK PRICE
% OF TOTAL APPRECIATION FOR
OPTIONS GRANTED EXERCISE OR OPTION TERM(3)
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(1) FISCAL YEAR (PER SHARE)(2) DATE 5% 10%
---------------------- ---------- --------------- -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Guy C. Pinkerton 19,998 2.76% $18.875 12/13/09 $237,476 $601,640
Roy M. Whitehead 30,000 4.14% $18.875 12/13/09 $356,250 $902,550
William A. Cassels 13,332 1.84% $18.875 12/13/09 $158,318 $401,093
Charles R. Richmond 6,666 .92% $18.875 12/13/09 $ 79,159 $200,547
Ronald L. Saper 15,000 2.07% $18.875 12/13/09 $178,125 $451,275
</TABLE>
------------------------------
(1) Options vest 20% to 100% annually, depending upon the Named Executive,
beginning December 13, 2000.
(2) The exercise price was based on the bid price of a share of Common Stock on
the date of grant.
(3) Assumes future stock prices of $30.75 and $48.96 at compounded rates of
return of five percent and 10 percent, respectively. The valuations listed
above are based on hypothetical rates of appreciation in the price of the
Common Stock (five percent and 10 percent, compounded annually) and are
included here in response to specific requirements of the SEC. Washington
Federal makes no representation that its stock will perform similarly or
show similar appreciation.
14
<PAGE> 18
AGGREGATE OPTIONS/SARS EXERCISED IN FISCAL 2000 AND FISCAL YEAR END OPTION/ SAR
VALUES
The following table sets forth certain information with respect to the
exercise of stock options during fiscal 2000 and outstanding stock options held
by the Named Executives as of September 30, 2000.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT YEAR END AT SEPTEMBER 30, 2000(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Guy C. Pinkerton 9,300 $72,005 21,187 13,332 $ 25,836 $ 51,662
Roy M. Whitehead 0 0 6,000 68,000 23,250 171,320
William A. Cassels 0 0 35,591 27,622 283,983 119,697
Charles R. Richmond 0 0 90,010 26,593 792,352 140,785
Ronald L. Saper 0 0 67,810 34,037 594,120 149,400
</TABLE>
------------------------------
(1) The indicated value is based on the $22.75 per share market value of the
Common Stock at September 30, 2000, minus the exercise price.
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 grants; 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
15
<PAGE> 19
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 compensation packages provided to executive officers of publicly-traded
financial institutions. The results of such review showed the Chief Executive
Officer'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
16
<PAGE> 20
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 for the five year period ended September 30,
2000 and since Washington Federal Savings first became a publicly traded company
on November 17, 1982, respectively. The graphs assume that $100 was invested on
September 29, 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.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
WASHINGTON NADAQ STOCK MARKET NASDAQ FINANCIAL
FEDERAL, INC. (US COMPANIES) STOCKS
------------- ------------------ ----------------
<S> <C> <C> <C>
09/29/95 100 100 100
97.25 99.42 100.46
102.57 101.75 105.07
108.95 101.22 107.3
103.04 101.72 107.78
100.94 105.6 109.35
102.71 105.96 111.61
100.21 114.73 111.96
103.19 120 114.02
97.83 114.58 114.23
102.59 104.39 111.31
106.82 110.25 118.47
09/30/96 114.06 118.68 123.8
116.97 117.36 127.88
129.77 124.64 136.18
129.16 124.53 137.73
127.93 133.37 143.48
138.01 125.99 150.08
123.13 117.77 143.74
131.13 121.44 145.51
144.1 135.2 155.55
140.35 139.35 167.29
155.69 154.03 179.44
150.18 153.8 177.89
09/30/97 163.27 162.92 195.14
163.71 154.43 192.06
178.62 155.25 196.33
174.46 152.52 210.63
164.94 157.36 202.46
169.9 172.15 213.94
170.67 178.51 223.33
174.31 181.51 226.73
172.37 171.43 218.46
171.21 183.41 217.55
162.48 181.27 210.07
141.39 145.34 170.72
09/30/98 156.23 165.5 179.96
168.36 172.77 190.99
160.08 190.34 197.7
168.36 215.06 204.54
163.52 246.27 204.27
157.55 224.22 200.48
147.04 241.18 201.19
156.57 248.96 226.49
159.23 242.06 219.62
158.79 263.83 224.2
176.43 259.06 213.58
170.63 270 203.44
09/30/99 165.71 270.38 195.55
164.61 292.05 206.39
150.63 327.56 208.58
142.51 399.6 203.05
122.49 384.83 191.04
111.98 457.94 179.97
139.4 448.48 190.49
129.16 377.22 178.7
151.38 331.72 181.04
136.91 389.94 176.62
140.66 368.82 183.35
155.67 412.4 199.33
09/29/00 170.67 358.96 207.49
WASHINGTON FEDERAL, INC. Nadaq Stock Market (US Companies) Nasdaq Financial Stocks
11/09/82 100 100 100
120.155 101.164 100.36
116.667 101.161 100.184
139.535 108.369 102.687
148.062 113.96 106.553
156.589 118.652 113.471
191.018 128.263 125.52
207.391 135.806 128.426
189.607 140.315 130.03
196.659 134.032 131.246
181.38 128.652 130.577
199.938 130.409 136.809
186.557 121.068 133.43
194.428 126.155 137.436
193.693 123.176 138.902
196.869 118.907 140.613
169.085 112.139 136.157
161.94 111.499 138.293
156.413 110.144 138.022
146.788 103.744 131.455
163.632 107.065 135.257
168.938 102.782 133.836
189.6 114.072 144.188
221.2 112.833 147.793
237.704 111.595 151.086
264.66 109.803 154.157
291.616 112.213 159.195
287.921 126.414 171.893
285.205 129.151 175.638
325.948 127.13 179.298
332.279 127.63 188.209
355.525 132.199 196.871
408.17 135.11 206.231
394.088 137.287 207.626
412.658 136.054 210.215
09/30/85 404.405 128.373 203.258
435.917 134.457 218.433
462.902 144.441 233.736
489.888 149.616 239.701
583.429 154.329 249.591
620.18 165.662 274.319
606.398 172.91 284.888
577.421 177.05 290.521
586.66 185.297 307.388
676.738 187.487 318.938
692.191 171.755 301.675
747.938 176.971 308.857
668.964 162.118 284.478
691.392 166.995 282.714
658.691 166.581 277.64
668.034 161.624 271.844
715.108 181.481 292.395
832.724 196.704 311.007
832.724 198.931 312.687
731.167 193.269 300.406
702.773 192.956 292.568
787.957 196.859 305.857
893.621 201.786 306.516
865.026 211.185 324.139
842.149 206.795 313.483
647.807 151.136 248.717
611.818 142.305 241.543
756.404 154.345 250.118
843.681 161.54 270.484
880.047 172.219 282.68
871.621 175.776 284.537
807.056 178.143 282.127
847.409 175.015 279.219
879.692 186.984 295.686
839.543 184.198 294.92
831.392 179.844 294.159
09/30/88 954.308 185.694 302.655
962.535 183.081 303.088
880.267 177.963 296.436
939.769 183.2 295.694
973.035 193.271 305.87
956.402 192.911 307.992
934.108 196.874 315.07
1119.08 207.666 327.33
1202.32 217.338 334.263
1304.05 212.089 333.946
1427.16 220.777 346.481
1455.15 228.821 364.202
1732.93 230.862 365.35
1493.42 222.389 345.598
1446.46 223.039 339.108
1352.53 222.142 328.691
1344.96 202.909 305.512
1458.62 208.502 308.507
1591.22 214.532 305.151
1517.6 207.506 290.487
1682.25 227.069 297.202
1632.14 228.746 292.464
1624.34 217.259 277.907
1378.89 189.861 253.764
1313.91 171.873 224.291
1253.82 165.084 216.072
1363.17 180.815 233.424
1487.09 188.624 240.699
1561.81 209.475 254.26
1768.09 229.636 283.148
1856.49 244.943 297.527
1975.25 246.541 315.958
1960.4 257.807 329.16
1990.1 242.092 326.322
2111.43 256.358 348.193
2231.23 269.097 371.66
09/30/91 2201.28 270.037 364.942
2217.61 278.844 374.745
2142.18 269.502 364.692
2398.64 302.435 394.66
2492.51 320.063 414.403
2332.93 327.291 436.162
2325.32 311.863 442.491
2425.16 298.535 462.839
2229.77 302.46 483.725
2505.61 290.643 482.425
2455.6 300.93 494.609
2339.77 291.719 485.591
2428.73 302.536 497.434
2498.79 314.428 507.891
2638.91 339.45 540.978
2522.14 352.102 574.432
2519.06 362.103 596.75
2745.07 348.532 610.856
2848.65 358.67 635.69
2842.74 343.355 609.768
2581.94 363.794 597.437
2712.34 365.489 614.579
2866.04 365.966 636.542
2866.03 384.818 653.503
2993.3 396.297 671.819
2834.36 405.286 661.973
2595.96 393.112 635.445
2768.14 404.066 655.408
2674.24 416.406 666.176
2586.08 412.525 657.802
2542 387.189 647.481
2521.29 382.184 668.415
2654.77 383.122 698.892
2610.27 369.13 698.926
2575.58 376.71 708.619
2605.53 400.71 726.717
09/30/94 2465.97 399.692 706.646
2148.27 407.49 685.414
2155.83 393.983 656.805
2102.88 395.208 653.01
2250.36 397.286 674.938
2449.37 418.168 707.956
2449.37 430.592 714.942
2538.57 444.157 734.756
2824.93 455.64 757.272
2724.32 492.536 789.475
2721.36 528.693 826.662
2909.04 539.419 871.162
2971.6 551.847 891.27
2889.98 548.669 905.822
3047.91 561.522 952.405
3237.41 558.552 972.993
3061.81 561.35 975.263
2999.62 582.758 988.657
3052.25 584.708 1011.32
2977.87 633.152 1006.17
3066.5 662.188 1023.06
2906.97 632.329 1028.14
3048.64 576.045 1015.34
3174.17 608.412 1085.67
3389.37 654.936 1137.71
3475.99 647.655 1188.07
3856.18 687.805 1276.86
3838.07 687.223 1284.69
3801.45 735.984 1356.15
4101.18 695.249 1432.71
3658.9 649.91 1381.1
3896.56 670.172 1412.1
4282.16 746.073 1500.26
4170.54 769.011 1607.03
4626.57 850.03 1730.35
4462.8 848.76 1716.27
09/30/97 4851.76 899.058 1895.24
4864.65 852.22 1902.94
5307.82 856.726 1977.08
5184.15 841.701 2150.89
4901.28 868.357 2056.72
5048.73 949.975 2170.08
5071.58 985.086 2273.74
5179.79 1001.68 2302.14
5122.24 946.028 2223.1
5087.71 1012.13 2227.4
4828.21 1000.32 2160.72
4201.47 802.037 1759.65
4642.5 913.303 1880.06
5002.88 953.427 2016.23
4756.83 1050.35 2079.73
5002.88 1186.8 2135.32
4859.03 1359.01 2082.69
4681.69 1237.36 2065.12
4369.58 1330.95 2049.74
4652.77 1373.85 2200.59
4731.63 1335.79 2164.14
4718.48 1455.92 2199.66
5242.87 1429.63 2135.86
5070.32 1490 2055.54
4924.31 1492.07 2001.6
4891.59 1611.66 2161.16
4476.14 1807.62 2129.95
4234.92 2205.19 2052.41
3639.86 2123.69 1926.99
3327.48 2527.15 1736.73
4142.38 2474.94 1853.95
3838.08 2081.69 1803.23
4498.4 1830.58 1892.14
4068.42 2151.84 1804.44
4179.88 2035.34 1879.63
4625.74 2275.81 2017.39
09/29/00 5071.59 1980.89 2147.56
</TABLE>
17
<PAGE> 21
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 $535,082
at September 30, 2000. 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, 2001. 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
2000 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.
18
<PAGE> 22
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, 2001.
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 24, 2001. 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
19
<PAGE> 23
(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 23, 2001 in connection with the annual meeting of
stockholders for the year 2002 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, 2000 (the "Annual Report").
Included in the Annual Report are the consolidated statements of financial
condition of Washington Federal as of September 30, 2000 and 1999 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, 2000,
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, 2000. 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.
20
<PAGE> 24
APPENDIX A
WASHINGTON FEDERAL SAVINGS
AUDIT COMMITTEE CHARTER
RESPONSIBILITIES
The audit committee (Committee) shall:
1. Review with management, internal audit, and the independent public
accountants, the basis for all external and management reports issued,
changes in significant accounting policies, accounting estimates, and
significant audit adjustments or findings.
2. Review with the independent public accountants their
recommendations and management's responses, on the Association's internal
control structure.
3. Review management's evaluation of independence of the independent
public accountants and recommend to the Board of Directors the selection of
the independent public accountants, subject to shareholder approval.
4. Discuss any significant disagreements between the independent
public accountants and management.
5. Oversee the scope and timing of the internal audit program. The
Internal Auditor shall report the results of internal audit activities to
the Committee twice a year and to the full Board twice a year.
MEMBERSHIP
The Committee of at least three members will be made up entirely of outside
directors who are independent of management. The Committee will include at least
two members who have banking or related financial management expertise and at
least one member who has past employment experience in finance or accounting
which results in the individual's financial sophistication. The Board of
Directors will appoint Committee members and will review the members'
independence and experience at least annually.
MEETINGS
The Committee shall hold a minimum of two formal meetings annually and will
hold informal meetings on an as needed basis. The Committee will have access to,
at its own discretion, outside counsel, management, internal audit, and the
independent public accountants. The Committee shall communicate to the Board of
Directors such comments and recommendations as the Committee deems appropriate.
A-1
<PAGE> 25
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WASHINGTON FEDERAL, INC.
425 PIKE STREET, SEATTLE, WASHINGTON 98101-2334
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 1, 2000, at the Annual Meeting of Stockholders to be
held at the Seattle Sheraton Hotel, 1400 Sixth Avenue, Seattle, Washington, on
January 24, 2001, or at any adjournment thereof (the "Annual Meeting").
This proxy may be revoked at any time before it is exercised.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
[WASHINGTON FEDERAL LOGO]
<PAGE> 26
<TABLE>
<S><C>
Indicated in
this example [ ]
FOR WITHHOLD
all nominees named AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees named below
[ ] [ ]
ELECTION OF DIRECTORS: 2. Proposal to ratify the appointment of FOR AGAINST ABSTAIN
Nominees for a three-year term: Deloitte & Touche LLP as the independent [ ] [ ] [ ]
Kermit O. Hanson, W. Alden Harris and public accountants of Washington Federal
Guy C. Pinkerton for fiscal year 2001.
(Instruction: To withhold authority to vote for any In their discretion, the Proxies are authorized to vote upon such other
individual nominee, write that nominee's name in business as may properly come before the Annual Meeting.
the space provided below.)
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 below 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.
The undersigned hereby acknowledges receipt of a Notice of
Annual Meeting of Stockholders of Washington Federal called
for the 24th day of January 2001 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)_____________________________________________________________________________________________ Date _____________________
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.
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FOLD AND DETACH HERE
[WASHINGTON FEDERAL LOGO]
Annual Meeting of Stockholders
Wednesday, January 24, 2001
2:00 p.m. PST
Seattle Sheraton Hotel
1400 Sixth Avenue
Seattle, Washington
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