Washington Mutual Inc

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					Washington Mutual Inc

Meeting type:                    Annual General Meeting
Date:                            19 April 2006
Country:                         US
Index:                           NYSE
Sector:                          Savings Institutions, Federally Chartered

Item    Description                                                              TMF vote   Mgmt vote

1.1     Elect Kerry K. Killinger                                                 WITHHOLD   FOR

        Comment: The roles of Chairman and CEO are combined, which
        Triodos Bank does not consider to be best practice

1.2     Elect Thomas C. Leppert                                                  FOR        FOR

1.3     Elect Charles M. Lilis                                                   WITHHOLD   FOR

        Comment: Although we consider the nominee to be independent, we
        have concerns regarding the likely impact of his external positions on
        the amount of amount of time he can consequently devote to
        company business. In addition to two full-time positions, he sits on
        the boards of four other companies.

1.4     Elect Michael K. Murphy                                                  WITHHOLD   FOR

        Comment: Mr Murphy is not considered by Triodos to be sufficiently
        independent as he has been on the board for 21 years. In assessing
        Mr Murphy's independence we note that the company considered his
        position until November 2005 as a trustee of the WM Group of
        Funds, which are advised by the company. Mr Murphy received
        undisclosed trustee fees in the past three years for this service. The
        company considers this relationship to be immaterial because funds
        ‘are not affiliated with the company’ and the amount of fees paid to
        the company by the Funds ‘was substantially less that 2% of the
        Funds' total group managed assets. Triodos Bank regards the fact
        that the funds employ Washington Mutual as an advisor as more
        important than the ratio of management fee to size of assets
        managed. We also consider the fact that the WM Group of Funds is
        the company's largest mutual fund holder, with nearly 3% of
        outstanding shares, as a factor relevant to Mr Murphy's
        independence and we therefore withhold support for this proposal.

1.5     Elect Orin C. Smith                                                      FOR        FOR

1.6     Elect Regina Montoya                                                     FOR        FOR

2       Company proposal to ratify the appointment of Deloitte & Touche LLP      ABSTAIN    FOR
        as the Company’s independent auditors for 2006
    Comment: The level of unacceptable non audit fees ($619,000) were
    greater than 6% of audit and audit related fees ($10,074,000) during
    the year under review. Non-audit fees over a three year basis were
    more than 42% of audit and audit related fees.

3   To approve the Washington Mutual Inc amended and restated 2003             OPPOSE   FOR
    Equity Incentive Plan

    Comment: The company is seeking renewal and extension of its
    2003 Equity Incentive Plan. The company is requesting that
    shareholders authorise another 65m shares under the amended
    Plan in order to continue its executive compensation policies and
    comply with Section 162(m) of the Internal Revenue Code, which
    requires shareholder approval of compensation schemes. The
    proposal also includes a number of amendments to the 2003 Plan,
    including new share counting rules which we support: (1) awards
    other than stock options and SARs will count for two shares against
    stated dilution limits, (2) shares which have been awarded to
    executives, but, for a variety of reasons, are not paid out, will not be
    reissued. However, we have concerns that increases to the limits of
    non-performance based restricted share awards (from 4.35m to 10m
    shares), and individual limits (from 2m to 7m shares) may lead to
    excessive levels of compensation.

    Triodos Bank considers that the intention behind 162(m) is to provide
    shareholders with a mechanism to ensure that executive pay is
    adequately performance-based and to address other governance
    concerns. We have concerns about the wide area of discretion over
    the performance conditions and performance periods attached to
    awards under the Plan. We also have concerns about the ability of
    directors to administer their own equity compensation schemes
    under the plan. We therefore oppose this proposal.

4   Management proposal: To approve the Washington Mutual Inc                  OPPOSE   FOR
    Executive Incentive Compensation Plan

    Comment: Shareholder approval of the proposed Plan will allow the
    company to continue to award annual bonuses with full tax
    deductibility under Section 162(m) of the Internal Revenue Code. We
    consider that the rationale of Section 162(m) is to promote the
    principle of performance-related pay. The Plan contains a maximum
    award that can be made to individual participants in any single year
    of 0.5% of net income, which would have been $17.2m given the
    company's net income for FY 2005. We have concerns that there is a
    statement with the effect that the company may make annual bonus
    awards under another Plan, given the approval of the board of
    directors. The Plan also indicates that, subject to the maximum
    award limit, the actual bonus amount awarded by the Human
    Resources Committee may be determined ‘in its sole discretion’ and
    may not be contingent upon the achievement of performance targets.
    Triodos Bank considers that all awards be contingent upon the
    meeting of pre-established performance targets. We therefore

5   Management proposal: To approve the Company proposal to amend              FOR      FOR
    the Washington Mutual, Inc. Articles of Incorporation (as amended) to
    declassify the Board of Directors and establish annual elections for all
    Company directors commencing with the 2007 annual meeting, rather
    than the current staggered three-year terms
6   Shareholder proposal: Shareholder proposal relating to disclosure of      FOR   OPPOSE
    the Company’s political contributions

    Comment: The proponent requests that the company provide a semi-
    annual report disclosing its: (1) policies and procedures for political
    contributions (both direct and indirect) made with corporate funds;
    and (2) monetary and non-monetary contributions to political
    candidates, political parties, political committees and other political
    entities. The proponents also request that persons who participated
    in the decision-making process be disclosed. This is necessary, in
    the proponents' view, as executives are free to use the company’s
    assets for political objectives that may not be shared by and be
    inimical to the interests of shareholders. The directors recommend
    voting against this proposal, as they believe that the company
    complies with the disclosure required under federal, state and local
    law and the information is publicly available. In addition, they argue,
    the company's political contributions have been insignificant (the
    proponents state that the company donated at least $56,000 over
    the last election cycle), and the cost of producing such a report may
    exceed the total contributed by the company. Triodos Bank notes
    that the directors' response provides no reference to where
    shareholders can view this information. The company’s most recent
    SEC annual 10-K filing does not include this information, and
    therefore as a matter of transparency, we consider that all
    information concerning political donations made by the company
    should be easily accessible and therefore support the proposal.