SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 19, 2005

WASHINGTON MUTUAL, INC.
(Exact name of Registrant as specified in its charter)

 

Washington

 

1-14667

 

91-1653725

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

1201 THIRD AVENUE, WMT 1601
SEATTLE, WASHINGTON 98101
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (206) 461-2000

(Former name or former address, if changed since last report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

            On July 19, 2005, the Human Resources Committee of the Board of Directors of Washington Mutual, Inc. (the “ Company ”) approved a change to the Company’s relocation guidelines, policies and procedures (the “ Guidelines ”) to authorize the Company’s Executive Vice President of Human Resources to approve, in his sole discretion, a relocation payment of up to three months’ salary to eligible participants (including executive officers) pursuant to the Guidelines.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 19, 2005, the Board of Directors of Washington Mutual, Inc. (the “ Company ”) elected Orin C. Smith to the Board of Directors of the Company, effective immediately.  From 2000 until March 2005, Mr. Smith served as the Chief Executive Officer of Starbucks Corporation.  He joined Starbucks as Executive Vice President and Chief Financial Officer in 1990, and became President and Chief Operating Officer in 1994.  Mr. Smith’s initial term as a director of the Company will expire as of the Company’s 2006 annual meeting of shareholders, and he was appointed to the Board’s Audit Committee and the Governance Committee. 

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 19, 2005, the Board of Directors of the Company approved an amendment to the Company’s Restated Bylaws to increase the size of the Company’s Board of Directors from 13 to 14 members.  The amendment became effective immediately.  A copy of the amendment to the Company’s Restated Bylaws is attached to this Form 8-K as Exhibit 3.1, and is incorporated herein by reference.

SECTION 7 – REGULATION FD

Item 7.01  Regulation FD Disclosure

As disclosed under Item 5.02, on July 19, 2005, the Board of Directors of the Company elected Orin C. Smith to the Board of Directors, effective immediately.  The Company’s press release announcing the election of Orin C. Smith to the Board of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

 

 

 

 

 

3.1

Amendment to the Restated Bylaws of Washington Mutual, Inc.

 

99.1

Press release, dated July 20, 2005, announcing the election of Orin C. Smith to the Board of Directors

 

 

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 25, 2005

 

 

 

WASHINGTON MUTUAL, INC.

 


 


By:


 


/s/ Fay L. Chapman

Fay L. Chapman
Senior Executive Vice President

 

 

Exhibit 3.1

 

Amendment to Restated Bylaws

Number and Term .  The board of directors of this corporation shall consist of fourteen (14) members.

 

Exhibit 99.1

 

Washington Mutual Elects Orin C. Smith to Board of Directors

            SEATTLE, Wash. -- Washington Mutual, Inc. (NYSE: WM) announced today the election of Orin C. Smith to its board of directors.  Smith, 63, retired earlier this year as the CEO of Starbucks Corp.

Smith joined Starbucks in 1990 as Vice President and Chief Financial Officer.  He was named president and chief operating officer in 1994 and became president and chief executive officer in 2000.  During Smith’s five years as CEO, Starbucks grew from 2,498 stores and annual revenues of $1.7 billion to more than 8,500 locations and more than $5 billion in annual revenues today.

            “I’m delighted to welcome a director with the management talent, business acumen and impeccable ethics that Orin Smith possesses,” said Kerry Killinger, chairman and chief executive officer. “Orin’s accomplishments and success in a wide variety of corporate and business environments make him especially well-suited for our Board of Directors.”     

As part of his election, Smith was named to the Board of Directors’ Audit and Governance committees.

            "I am delighted to join the Board of Directors of Washington Mutual,” said Smith.  “I look forward to participating in the Company’s continued growth and development."    

            Prior to joining Starbucks in 1990, Smith served in a variety of management positions with Deloitte & Touche during his fourteen year career with the firm.  Previously, he was Executive Vice President, and Chief Financial and Administrative Officer of Danzas, USA, a subsidiary of Europe’s largest transportation company.  

Smith also served as Chief Policy and Finance Officer in the administration of two Washington State governors.

            In addition to his service on the Washington Mutual Board of Directors, Smith also serves as a director of Nike, Inc., where he is a member of the Board’s Audit committee and Chairman of the Finance committee.

            A native of Chehalis, Wash., Smith received his bachelor’s of arts degree in Business Administration from the University of Washington and an MBA from Harvard Business School.

About Washington Mutual

With a history dating back to 1889, Washington Mutual is a national financial services company that provides a diversified line of products and services to consumers and small- to mid-sized businesses. At March 31, 2005, Washington Mutual and its subsidiaries had assets of $319.70 billion. Washington Mutual currently operates more than 2,500 consumer banking, mortgage lending, commercial banking, consumer finance and financial services offices throughout the nation. For more information, visit Washington Mutual's web site at www.wamu.com.