SEC Letter to Washington Mutual, February 22, 2000

February 22, 2000

 

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Washington Mutual, Inc.
Incoming letter dated December 15, 1999

 

The proposal would mandate that Washington Mutual hire a proxy advisory firm, to be chosen by shareholder vote, to make shareholder voting recommendations.

There appears to be some basis for your view that Washington Mutual may exclude the proposal under rule 14a-8(i)(1) as an improper subject for shareholder action under applicable state law. It appears, however, that this defect could be cured if the proposal were recast as a recommendation or request rather than as a mandate. Accordingly, unless the proponent provides Washington Mutual with a proposal revised in this manner, within seven calendar days after receiving this letter, we will not recommend enforcement action to the Commission if Washington Mutual omits the proposal from its proxy materials in reliance on rule 14a-8(i)(1).

We are unable to concur in your view that Washington Mutual may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that Washington Mutual may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

Michael Ferraro,
Attorney-Advisor