def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant þ
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Definitive Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 |
WESCO FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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
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TABLE OF CONTENTS
WESCO
FINANCIAL CORPORATION
301
EAST COLORADO BOULEVARD, SUITE 300, PASADENA, CALIFORNIA
91101-1901
(626) 585-6700
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held May 6, 2009
The annual meeting of shareholders of Wesco Financial
Corporation (Wesco) will be held in
Ballroom D of the Exhibit Hall &
Ballroom Building of The Pasadena Convention Center, 300 East
Green Street, Pasadena, California 91101, on Wednesday,
May 6, 2009 at 2:00 p.m. for the following purposes:
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1.
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To elect six directors to hold office until the next annual
meeting of shareholders or until their respective successors
shall have been duly elected and qualified.
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2.
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To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
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The Board of Directors has fixed March 12, 2009, as of the
close of business, as the record date for the determination of
shareholders entitled to this notice and to vote at such annual
meeting or any adjournment or adjournments thereof. A list of
the shareholders as of such record date will be open to
examination by any shareholder for any purpose germane to the
meeting during ordinary business hours at Wescos principal
office at 301 East Colorado Boulevard, Suite 300, Pasadena,
California for a period of at least ten days prior to
May 6, 2009.
All shareholders are requested to complete, sign and date the
enclosed form of proxy promptly and return it in the
accompanying postage-prepaid, self-addressed envelope, or,
alternatively, to vote their shares over the Internet, at
http://materials.proxyvote.com/950817,
using the identification number on their form of proxy, whether
or not they expect to attend the meeting, to assure that their
shares will be represented. Any shareholder giving a proxy has
the right to revoke it at any time before it is voted at the
meeting.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF
SHAREHOLDERS TO BE HELD MAY 6, 2009
This Notice of Annual Meeting of Shareholders, the accompanying
Proxy Statement and Wescos combined printed annual report
and
Form 10-K
for the Year Ended December 31, 2008 may be viewed and
printed from Wescos website at www.wescofinancial.com, or
at
http://materials.proxyvote.com/950817.
By Order of the Board of Directors
Margery A. Patrick
Secretary
Pasadena, California
March 27, 2009
IMPORTANT
Whether or not
you expect to attend the annual meeting, please complete, sign
and date the enclosed form of proxy and return it promptly in
the enclosed envelope, or, alternatively, you may vote your
shares over the Internet, at
http://materials.proxyvote.com/950817,
using the identification number indicated on your form of
proxy.
As stated above, Wescos annual shareholders meeting
will be held in Ballroom D of the
Exhibit Hall & Ballroom Building of The Pasadena
Convention Center, 300 East Green Street (adjacent to the
western side of The Pasadena Civic Auditorium), Pasadena,
California 91101, at 2:00 p.m., on Wednesday, May 6,
2009. The Pasadena Convention Centers parking structure
may be accessed from Euclid Avenue, which runs north-south, to
the east of the Center. Additional parking can be found nearby,
in the shopping center across Green Street to the north, and at
the corner of Green Street and Los Robles Avenue, a block to the
east of the Convention Center.
WESCO
FINANCIAL CORPORATION
301
EAST COLORADO BOULEVARD, SUITE 300, PASADENA, CALIFORNIA
91101-1901
(626) 585-6700
PROXY
STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 2009
This proxy statement (Proxy Statement) is furnished
in connection with the solicitation by the Board of Directors of
Wesco Financial Corporation (Wesco) of proxies to be
voted at the May 6, 2009 annual meeting of the shareholders
of Wesco (Annual Meeting), which will be held in
Ballroom D of the Exhibit Hall &
Ballroom Building of The Pasadena Convention Center, 300 East
Green Street, Pasadena, California 91101, beginning at
2:00 p.m., Pacific time. This Proxy Statement is expected
to be mailed to shareholders on or about March 27, 2009,
together with Wescos combined annual report to
shareholders and annual report to the Securities and Exchange
Commission (SEC) on
Form 10-K
for the calendar year ended December 31, 2008.
PROXIES AND
REVOCATION
The shares represented by each properly executed, unrevoked form
of proxy received in time for the meeting will be voted in
accordance with the instructions contained therein. Any
shareholder giving a proxy has the power to revoke it at any
time before it is voted at the meeting by filing with the
Secretary of Wesco at 301 East Colorado Boulevard,
Suite 300, Pasadena, California
91101-1901,
a written revocation or a properly executed proxy bearing a
later date, or by voting in person at the meeting.
Wesco intends to solicit proxies principally by the use of the
mail. It will also request banks, brokerage firms and other
custodians, nominees and fiduciaries to forward copies of the
form of proxy and Proxy Statement to persons for whom they hold
stock of Wesco and request authority for the execution of
proxies. Wesco will reimburse such banks, brokerage firms and
other custodians, nominees and fiduciaries for their actual
expenditures incurred in connection therewith at not higher than
usual and customary rates; facsimile transmissions are not
considered necessary, and expenditures related thereto will not
be reimbursed. Officers of Wesco may solicit proxies to a very
limited extent by telephone, but without incremental cost to
Wesco, except for actual out-of-pocket communication charges,
which are expected to be insignificant. Thus, the cost of
soliciting proxies will be paid by Wesco.
1
ELECTION OF
DIRECTORS
At the Annual Meeting, the six nominees for Director receiving
the highest number of affirmative votes will be elected Wesco
directors (Directors). Each elected Director shall
serve until the election and qualification of his or her
respective successor (expected to be at the annual meeting to be
held in May 2010) or upon earlier resignation (not
currently anticipated). Each nominee currently serves as a
Director and has been nominated by Wescos Board of
Directors (the Board). Set forth below for each
nominee is his or her principal occupation, business experience
during at least the past five years, age, and certain other
information.
CHARLES T. MUNGER, age 85, has been a Director since 1973,
and Chairman of the Board and Chief Executive Officer of Wesco
since 1984. He has also served Wesco as President since May
2005. He has been Chairman of the Board of Blue Chip Stamps
(Blue Chip) since 1976, having joined its board in
1969; Blue Chip, the parent of Wesco, is engaged in the trading
stamp business. Since 1978, Mr. Munger has been Vice
Chairman of Berkshire Hathaway Inc. (Berkshire), the
parent of Blue Chip; Berkshire is engaged in the property and
casualty insurance business and many other diverse businesses.
Mr. Munger is Chairman of the Board of Daily Journal
Corporation, a publisher of specialty newspapers primarily in
California. He is also a director and chairman of the audit
committee of Costco Wholesale Corporation, which operates a
large chain of membership warehouses.
CAROLYN H. CARLBURG, age 62, has been a Director since
1991. Since April 2005, she has been Chief Executive Officer of
AIDS Research Alliance of America, Inc., a non-profit, national
research organization which collaborates with scientists,
universities and researchers worldwide. From July 2001,
Ms. Carlburg was engaged in the practice of law under her
own name and specialized in land use matters and business
litigation. From 1997 through July 2001, she was Executive
Director of the Center for Community & Family
Services, Inc. Prior thereto, she practiced law under the name
Carolyn H. Carlburg & Associates.
ROBERT E. DENHAM, age 63, has been a Director since 2000.
He is a partner of Munger, Tolles & Olson LLP, a law
firm which renders legal services for Wesco, Berkshire, and
certain of their affiliates. In 1998, he rejoined that firm,
with which he had been associated for twenty years, after
serving Salomon Inc, a former investee of Berkshire, Wesco and
several of their subsidiaries, in the following capacities: 1992
to 1997, Chairman and Chief Executive Officer of Salomon Inc;
1991 and 1992, general counsel of Salomon Inc and its investment
banking subsidiary, Salomon Brothers. Mr. Denham is also a
director of Chevron Corporation, an international energy
company; Fomento Economico Mexicano, S.A. de C.V., a beverage
and convenience store company; and New York Times Company, a
diversified media company.
ROBERT T. FLAHERTY, age 71, has been a Director since May
2003. He is a Chartered Financial Analyst and is engaged in
personal investments. From 1983 through 1996, he served as
President of Flaherty & Crumrine Incorporated, a
registered investment and commodities trading advisor. In
addition, he served as a director of Flaherty &
Crumrine Incorporated until 2002; he retired from that company
in January 2003. During his affiliation with
Flaherty & Crumrine Incorporated, Mr. Flaherty
also served as Chairman, President and Chief Executive Officer
of three publicly traded closed-end investment companies managed
by that firm.
PETER D. KAUFMAN, age 54, has been a Director since May
2003. He is Chairman and Chief Executive Officer of Glenair,
Inc., a privately held manufacturer of electrical and fiber
optic components and assemblies for the aerospace industry. He
has served in various capacities at that company since 1977.
Mr. Kaufman has also been a director of Daily Journal
Corporation since September 2006.
ELIZABETH CASPERS PETERS, age 83, has been a Director since
1959 except for the period 1961 to 1967. She is engaged in
personal investments.
2
EXECUTIVE
OFFICERS
In addition to Mr. Munger, Wesco has three executive
officers, who are listed below. All officers are elected by the
newly elected Board to serve for the next twelve months or until
their successors have been elected and qualified. Set forth
below for each executive officer other than Mr. Munger is
his principal occupation, business experience during at least
the past five years, age, and certain other information.
JEFFREY L. JACOBSON, age 61, has served as Vice President
and Chief Financial Officer of Wesco since 1984. He has served
MS Property Company, a wholly owned Wesco subsidiary, as Vice
President and Chief Financial Officer since 1993, and as a
director since May 2005. He has served in various financial and
other offices of Blue Chip since joining it in 1977 - currently
he is Vice President and Chief Financial Officer and
has served as a Blue Chip director since 1987.
ROBERT E. SAHM, age 81, has, since 1971, served Wesco as
Vice President in charge of building management and, ultimately,
all real estate operations; prior thereto, he served as Building
Manager from 1967. Since May 2005, he has served MS
Property Company as President, and, prior thereto, as Senior
Vice President in charge of property management, development and
sales, and as a director, since 1993.
CHRISTOPHER M. GRECO, age 31, has served Wesco as Treasurer
since January 2005. He has also served MS Property as Executive
Vice President since January 2008 and, prior thereto, as
Treasurer, since January 2005. He has also served Blue Chip as
Treasurer since January 2005. Prior thereto, from November 2002,
he was employed by PriceWaterhouseCoopers, providing audit,
tax-related and business consulting services to publicly traded
and privately owned companies, and other clients of that
accounting firm.
VOTING SECURITIES
AND PRINCIPAL HOLDERS THEREOF
On March 12, 2009, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, a total of 7,119,807 shares of capital stock were
outstanding. Such shares are the only voting securities of
Wesco. All information regarding stock ownership is given as of
the close of business on March 12, 2009.
Shareholders have the right to elect Directors by cumulative
voting in accordance with Wescos bylaws: Each share has
votes equal to the number of Directors to be elected (six), and
the votes may be cast for one candidate or distributed among two
or more candidates. On all other matters, each share has one
vote. Votes withheld as to specific Directors on forms of proxy
are treated as votes cast in determining if a quorum is present
to transact business but are excluded from the votes cast in
favor of such Directors. A majority of Wescos outstanding
capital shares as of March 12, 2009 must be represented in
person or by proxy to constitute a quorum for the Annual Meeting.
The persons appointed by the Board as proxies on the
accompanying form of proxy have informed the Board of their
intent to distribute, in such proportion as they see fit, the
authorized votes represented by proxies (i) in favor of the
election of the six nominees named above, or (ii) in the
event one or more of said nominees is or are unable to serve,
for the remainder of the nominees named above supplemented by
any substitute nominee or nominees selected by the Board.
Blue Chip, a wholly owned subsidiary of Berkshire, owns
5,703,087 shares (80.1%) of Wesco capital stock. Warren E.
Buffett, Chairman of the Board and Chief Executive Officer of
Berkshire, has economic interest with respect to 26.9% of
Berkshires common stock. Mr. Buffett may be deemed to
be in control of Berkshire; and Mr. Buffett, as well as
Berkshire, may be deemed to be in control of Blue Chip and
Wesco. Charles T. Munger, Chairman of the Board and President of
Wesco, is also Vice Chairman of the Board of Berkshire; he has
sole economic interest with respect to 1.0% of Berkshires
common stock. Mr. Munger consults with Mr. Buffett
with respect to Wescos investment decisions and major
capital allocations. No other Director or executive officer of
Wesco owns one percent or more of any class of Berkshire common
stock, and the amount of Berkshire common stock owned in the
aggregate by all Wesco Directors and executive officers (other
than Mr. Munger) is less than one percent of each class.
3
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Wescos capital stock is the only class of its outstanding
capital stock. Blue Chip is the only organization or individual
known to Wescos management to own beneficially 5% or more
of its outstanding shares. Berkshire has two classes of common
stock, designated Class A and Class B. Beneficial
ownership of Wesco capital stock and Berkshire common stock by
Blue Chip and by all Wesco Directors and executive officers who
own shares is set forth below.
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Wesco Capital Stock
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Berkshire Class A
Stock
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Berkshire Class B
Stock
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Amount and Nature
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Amount and Nature
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Amount and Nature
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of Beneficial
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Percent
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of Beneficial
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Percent
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of Beneficial
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Percent
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Name
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Ownership(1)
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of Class
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Ownership(1)
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of Class
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Ownership(1)
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of Class
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Blue Chip Stamps
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5,703,087
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(2)
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80.1
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%
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Carolyn H. Carlburg
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10
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*
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Robert E. Denham
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1,270
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(3)
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*
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60
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(4)
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*
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167
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(4)
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Robert T. Flaherty
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147
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*
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10
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(5)
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Peter D. Kaufman
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1,000
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46
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(6)
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*
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Charles T. Munger
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13,181
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1.2
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%
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Elizabeth Caspers Peters
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68,848
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(7)
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1.0
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Christopher M. Greco
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5
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(8)
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*
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Jeffrey L. Jacobson
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2
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*
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124
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(9)
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*
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Robert E. Sahm
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3,150
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*
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30
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All directors and executive officers as a group
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74,268
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(2,3,7,10)
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1.0
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13,390
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(4)
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1.2
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392
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(4,5,6,8,9)
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*
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Less than 1%. |
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Beneficial owner has sole voting and investment power, except as
indicated. With respect to Berkshire shares, each share of
Class A stock is convertible into thirty shares of
Class B stock at the option of the shareholder. As a
result, pursuant to
Rule 13d-3(d)(1)
of the Securities Exchange Act of 1934, a shareholder is deemed
to have beneficial ownership of the shares of Class B stock
which such shareholder may acquire upon conversion of the
Class A stock. In order to avoid overstatement in this
table, the amount of Class B stock beneficially owned does
not take into account such shares of Class B stock which
may be acquired upon conversion (an amount which is equal to 30
times the number of shares of Class A stock held by a
shareholder). The percentage of outstanding Class B stock
is based on the total number of shares of Class B stock
outstanding as of March 12, 2009 and does not take into
account shares of Class B stock which may be issued upon
conversion of Class A stock. |
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Voting and investment power may be deemed to be controlled by
Berkshire and Warren E. Buffett by virtue of the relationships
described on page 3. Blue Chips principal executive
offices are located at 301 East Colorado Boulevard,
Suite 300, Pasadena, California
91101-1901.
Berkshires principal executive offices are located at 1440
Kiewit Plaza, Omaha, Nebraska 68131, which is also
Mr. Buffetts principal address. |
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Includes 270 shares held by Mr. Denhams spouse,
as to which Mr. Denham disclaims beneficial ownership. |
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Includes 20 Class A shares and 45 Class B shares as to
which Mr. Denham has shared beneficial ownership by virtue
of a power of attorney, allowing Mr. Denham investment
power but with respect to which he has no voting power. Also
includes 92 Class B shares as to which Mr. Denham has
voting and investment power but with respect to which he has no
economic interest. |
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Represents shares held by a trust of which Mr. Flaherty is
a trustee and possesses shared voting and investment power, but
with respect to which he disclaims any economic interest. |
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Represents shares held by Mr. Kaufmans spouse, as to
which Mr. Kaufman disclaims beneficial ownership. |
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Includes 16,843 shares held by a trust of which
Mrs. Peters is co-trustee with her children and income
beneficiary. |
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Includes 1 share held by Mr. Grecos spouse, as
to which Mr. Greco disclaims beneficial ownership. |
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Includes 11 shares held jointly by Mr. Jacobson and
his spouse as to which Mr. Jacobson has shared voting and
investment power. |
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Does not include the 5,703,087 shares (80.1%) held by Blue
Chip, of which Charles T. Munger and Jeffrey L. Jacobson are
directors and executive officers and Christopher M. Greco is an
executive officer. |
SECTION 16
(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
Exchange Act) requires Wescos executive
officers and Directors, and persons who own more than ten
percent of Wescos outstanding capital stock, to file
reports of ownership and changes in ownership with the SEC.
Copies of all such Section 16(a) reports must be furnished
to Wesco.
Based solely on its review of the copies of such
Section 16(a) reports received by it, and representations
from certain persons subject to Section 16(a) reporting
that no such reports were required to be filed, Wesco believes
that its executive officers, Directors, and beneficial owners of
more than ten percent filed all such required reports on a
timely basis during 2008.
CORPORATE
GOVERNANCE
Director Independence. Because 80.1% of
Wescos capital stock is owned by Blue Chip, the Board has
determined that Wesco is a controlled company within
the meaning of Section 801 of the listing standards of the
American Stock Exchange (AMEX), on which
Wescos shares are traded. Controlled companies are
exempted from a number of AMEX listing standards, including the
requirement to have a majority of independent directors and the
requirement to have director nominees selected by a nominating
committee comprised entirely of independent directors or by a
majority of the independent directors. Controlled companies are
also exempt from the requirement to have the compensation of the
issuers officers determined by a compensation committee
comprised solely of independent directors or by a majority of
the independent directors.
Nonetheless, the Board has affirmatively determined that Carolyn
H. Carlburg, Robert T. Flaherty, Peter D. Kaufman and Elizabeth
Caspers Peters are independent as defined in
Section 121(A) of the AMEX listing standards.
Committees. Wesco has a standing audit
committee (Audit Committee) established in
accordance with Section 3(a)(58)(A) of the Exchange Act
that is responsible for assisting the Board in fulfilling its
responsibilities as they relate to Wescos accounting
policies, internal controls and financial reporting practices.
The members of the Audit Committee are Carolyn H. Carlburg
(Chair), Robert T. Flaherty and Peter D. Kaufman. The Board has
determined that each of these Directors is independent in
accordance with AMEX listing standards, and with
Rule 10A-3
promulgated under the Exchange Act. The Board has determined
that Messrs. Flaherty and Kaufman are each audit
committee financial experts as that term is used in
Item 407 of
Regulation S-K
promulgated under the Exchange Act. The Audit Committees
charter is available at www.wescofinancial.com.
The Audit Committee is the only standing committee of the Board.
Wesco does not have a nominating committee or a compensation
committee. Wescos nominating procedure is described below,
under Nominations. Its compensation practices are
discussed on page 7 under Compensation Discussion and
Analysis. With the exception of Mr. Sahm,
Wescos executive officers are not employees of Wesco or
its subsidiaries and are instead remunerated by Blue Chip.
Because of the simplicity of Wescos executive compensation
program, Wesco believes it is appropriate for the full Board to
review and approve any reimbursement to Blue Chip for the
services of Wescos executive officers without delegating
that duty to a separate committee. Wesco does not reimburse Blue
Chip for the services of Mr. Munger, Wescos Chairman,
President and Chief Executive Officer.
Meetings. During 2008, the Directors held four
Board meetings and the Audit Committee held four meetings. No
Director attended fewer than 75 percent of the combined
total number of meetings of the Board and Audit Committee (if a
member thereof) held during the year. Wesco does not require its
Directors to attend annual meetings of shareholders, but all
current Directors attended the 2008 annual meeting.
5
Nominations. There is no standing nominating
committee, and the entire Board is responsible for selecting
nominees for election as Directors. Wesco believes that the
Board is able to fully consider and select appropriate nominees
for election to the Board without delegating that responsibility
to a committee of independent Directors or adopting formal
procedures. Candidates have traditionally been recommended to
the Board by Mr. Munger or one of the other Directors, and
there is not a formal process for identifying or evaluating new
Director nominees. Candidates recommended by shareholders will
be evaluated in the same manner as candidates recommended by
others, although the Board may prefer candidates of good repute
who are personally known to Directors. The Board will consider
all relevant qualifications as well as the needs of Wesco in
terms of compliance with AMEX listing standards and SEC rules.
A shareholder wishing to recommend a candidate for Director
should send a letter to Wesco Financial Corporation, attention
of the Secretary, at 301 East Colorado Boulevard,
Suite 300, Pasadena, California
91101-1901.
The mailing envelope must contain a clear notation indicating
that the enclosed letter is a Director Nominee
Recommendation. The letter must identify the author as a
shareholder and provide a brief summary of the candidates
qualifications, as well as contact information for both the
candidate and the shareholder. At a minimum, candidates for
election to the Board should meet the independence requirements
of Section 121(A) of the AMEX listing standards and
Rule 10A-3
under the Exchange Act. Candidates should also have relevant
business and financial experience, and they must be able to read
and understand fundamental financial statements.
Board of Director Interlocks and Insider
Participation. Charles T. Munger, Chairman of the
Board, President and Chief Executive Officer of Wesco, is also
Chairman of the Board of Blue Chip and Vice Chairman of the
Board of Berkshire. Jeffrey L. Jacobson, Vice President and
Chief Financial Officer of Wesco, is also a director of and
Vice President and Chief Financial Officer of Blue Chip.
Mr. Munger participated in discussions of Wescos
Board regarding executive officer compensation.
Shareholder Communications with the
Board. Shareholders who wish to communicate with
the Board or with a particular Director may send a letter to the
attention of the Secretary, Wesco Financial Corporation, at 301
East Colorado Boulevard, Suite 300, Pasadena, California
91101-1901.
The mailing envelope must contain a clear notation indicating
that the enclosed letter is a Shareholder-Board
Communication or
Shareholder-Director
Communication. All such letters must identify the author
as a shareholder and clearly state whether the intended
recipients are all of the members of the Board or just certain
specified individual Directors. The Secretary will make copies
of all such letters and forward them to the appropriate Director
or Directors.
Related Person Transactions. Wesco-Financial
Insurance Company (Wes-FIC), a wholly owned
subsidiary of Wesco, is headquartered in Omaha, Nebraska, where
its business is administered by employees of wholly owned
insurance subsidiaries of Berkshire. From time to time,
Berkshire has offered to Wes-FIC, and Wes-FIC (with Wescos
concurrence) has accepted, retrocessions of portions of
reinsurance contracts under arrangements described on
page 11 of Wescos 2008 Annual Report on
Form 10-K.
Wescos and Wes-FICs boards believe all such
retrocessions have been entered into at terms more favorable
than Wes-FIC could have obtained elsewhere. In 2008, written
premiums of $298,622,000 were retroceded to Wes-FIC by insurance
subsidiaries of Berkshire. Kansas Bankers Surety Company
(KBS), wholly owned by Wes-FIC, is supervised by
Berkshire subsidiaries. For several years, two Berkshire
subsidiaries have provided reinsurance for KBS at rates believed
to be market prices. In 2008, premiums of $3,421,000 were ceded
to Berkshire subsidiaries and $11,029,000 in reinsured losses
were allocated to them.
Pursuant to a written policy, Wescos Audit Committee must
ratify or reject any transaction or proposed transaction in
which Wesco is a participant if the amount involved exceeds
$120,000 and a related person is also a participant,
as that term is defined by the federal securities laws. The
transactions with Berkshire and its subsidiaries described above
were ratified by Wescos Audit Committee.
6
COMPENSATION
DISCUSSION AND ANALYSIS
Wesco is a holding company with no employees of its own.
Accordingly, Wescos program of executive compensation is
believed different from most public corporations programs.
Messrs. Munger, Jacobson and Greco are not employees of
Wesco or a Wesco subsidiary (together, the Wesco
Group); nor are they or have they been remunerated
directly by any member of the Wesco Group for their services.
All three have been employed by Blue Chip. Messrs. Munger
and Jacobson are directors, and Mr. Munger is chairman of
the board, of Blue Chip.
The Wesco Group reimburses Blue Chip for the services of
Messrs. Jacobson and Greco, based on Blue Chips cost
of their compensation, including related taxes and benefits, and
an estimate of the relative time each individual has devoted to
the business of each company.
In determining the allocation to the Wesco Group, Blue
Chips actual cost is simply multiplied by the percentage
of time Messrs. Jacobson and Greco estimate in good faith
that they devote to the business of the Wesco Group. In 2008,
that percentage was approximately 90% for both
Messrs. Jacobson and Greco. Nothing else is considered by
Mr. Munger or by Wescos Board of Directors in the
determination and approval of the amounts reimbursed to Blue
Chip.
Mr. Jacobson has primary responsibility for all aspects of
accounting, financial reporting, and income tax reporting for
Blue Chip, Wesco and MS Property. He also performs the other
duties typical of chief financial officers on behalf of each of
these companies. Mr. Greco assists him in these functions.
Mr. Greco has hands-on responsibility for the
Sarbanes-Oxley-required documentation and testing of internal
controls over financial reporting at the Wesco parent company
and MS Property levels, and, ultimately, for the testing of
internal controls over financial reporting for the Wesco Group.
He is also directly responsible for Wescos internal audit
function, from the parent company perspective.
Mr. Munger determines the level of compensation of Blue
Chips executive officers using subjective factors,
including individual performance, changes in responsibility and
inflation. The profitability of Blue Chip is not considered in
setting its executives compensation. Wesco and its
subsidiaries do not reimburse Blue Chip for
Mr. Mungers services. The Board, at least annually,
reviews and approves the compensation of, or any reimbursement
to Blue Chip for, Wescos executive officers based on the
recommendation of Mr. Munger.
The sharing of executives as well as the allocation of their
compensation among Blue Chip and the Wesco Group, was the
product of evolution. Mr. Jacobson had been involved in the
financial reporting for Blue Chip as an auditor with Price
Waterhouse beginning in 1969, and, as an employee of Blue Chip
since 1977. He has also been involved in the development of
consolidated Wesco financial information for inclusion in the
consolidated financial reporting of Blue Chip, when it was a
publicly owned company until mid-1983, and of Berkshire
Hathaway, since approximately the mid-1970s. Throughout the
early 1980s he had assumed increasing responsibilities for the
financial and income tax reporting for Wesco and its savings and
loan subsidiary, in addition to his similar responsibilities for
Blue Chip.
In 1984, Mr. Munger, Chairman and CEO of Blue Chip, as well
as a Wesco Director, became Chairman and CEO of Wesco and of its
savings and loan subsidiary, and Mr. Jacobson was appointed
Chief Financial Officer of Wesco and of its savings and loan
subsidiary. He also retained his financial reporting
responsibilities for Blue Chip, and Blue Chip began to apportion
the cost of Mr. Jacobsons compensation and benefits
to Wesco and its subsidiary.
When Mr. Greco was hired, because Wesco did not and still
does not have any employees of its own, he logically became an
employee of Blue Chip just like Mr. Jacobson.
No tax considerations have been taken into account in the
structuring of Wescos executive compensation or in the
allocation of such compensation among Blue Chip and the Wesco
Group, and no outside compensation consultants have been used.
Factors considered by Mr. Munger in setting the level of
remuneration of Mr. Sahm, who is employed by a member of
the Wesco Group and not Blue Chip, are typically subjective and
include his performance, changes in responsibilities and
inflation. Neither the profitability of Wesco nor the market
price of Wescos stock is considered in setting executive
compensation.
7
BOARD OF
DIRECTORS REPORT ON COMPENSATION
The Board reviewed and discussed the Compensation Discussion and
Analysis section with Wesco management and, based on such review
and discussion, recommended that the Compensation Discussion and
Analysis be included in this proxy statement.
Submitted by Wescos Board of Directors: Charles T. Munger,
Carolyn H. Carlburg, Robert E. Denham, Robert T. Flaherty, Peter
D. Kaufman and Elizabeth Caspers Peters.
COMPENSATION OF
EXECUTIVE OFFICERS
The following table shows compensation paid by the Wesco Group
to Wescos executive officers for the years ended December
31, 2008, 2007 and
2006.(1)
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Annual Compensation
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Name and Capacity in
Which Served
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Year
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Salary(2)
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Bonus(3)
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All
Other(4)
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Total
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Charles T. Munger Chairman of the Board,
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2008
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$
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$
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$
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$
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President and Chief Executive Officer of Wesco
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2007
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2006
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Jeffrey L. Jacobson Vice President and Chief
Financial
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2008
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286,000
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286,000
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Officer of Wesco and MS Property Company
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2007
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234,000
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234,000
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2006
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228,000
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228,000
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Robert E. Sahm Vice President of Wesco and
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2008
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235,200
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20,000
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22,128
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277,328
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President of MS Property Company
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2007
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225,900
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19,250
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10,051
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255,151
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2006
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217,200
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18,450
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17,244
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252,894
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Christopher M. Greco Treasurer of Wesco and
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2008
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177,600
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177,600
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Executive Vice President of MS Property Company
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2007
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141,000
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141,000
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2006
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120,000
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120,000
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Wesco has no equity plans, deferred compensation arrangements,
non-equity incentive plans, pensions or other arrangements for
its executive officers. All compensation of its executive
officers is disclosed in the table. |
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Messrs. Munger, Jacobson and Greco have been employees of,
and compensated by, Blue Chip but have spent a portion of their
time on the activities of Wesco and its subsidiaries. Figures
shown for Messrs. Jacobson and Greco represent amounts paid
to Blue Chip by Wesco or its subsidiaries for their services.
Blue Chip has not been compensated by Wesco or its subsidiaries
for Mr. Mungers services. Mr. Munger was paid a
total of $100,000 annually by Blue Chip for 2008, 2007 and 2006.
Mr. Sahm is compensated by MS Property Company. |
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Mr. Sahms bonus is based on a length-of-service
formula applicable to all employees of MS Property Company and
is equal to one months salary. |
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Represents value of company-owned automobile and club dues paid
by MS Property. |
DIRECTOR
COMPENSATION
Directors who are not officers currently receive fees totaling
$9,000 per year, plus $750 for each special meeting which they
attend. Mr. Munger does not receive any compensation for
serving as a Director. Wescos directors do not participate
in any equity plans, deferred compensation arrangements,
non-equity incentive plans, pensions or other arrangements. All
compensation is paid in cash and is disclosed in the table.
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Name
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Cash Fees
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Carolyn H.
Carlburg(1)
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$
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18,000
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Robert E. Denham
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9,000
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Robert T.
Flaherty(2)
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12,000
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Peter D.
Kaufman(2)
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12,000
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Elizabeth Caspers Peters
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9,000
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Includes $9,000 received by Ms. Carlburg as chair of the
Audit Committee. |
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Includes additional fees of $3,000 each, paid to
Messrs. Flaherty and Kaufman as members of the Audit
Committee, representing $750 per meeting attended. |
8
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Wescos consolidated financial statements are required to
be included in the consolidated financial statements of its
80.1% parent, Berkshire. Accordingly, to facilitate the
efficient examination of the statements of both companies,
Wescos Audit Committee, effective with the year 2004,
delegated to Berkshires audit committee authority to
select a public accounting firm to audit Wescos
consolidated financial statements, subject to ratification by
Wescos Audit Committee. Deloitte & Touche LLP
(Deloitte) was selected by Berkshires audit
committee for 2008 and the appointment was ratified by
Wescos Audit Committee. Independent auditors for the year
2009 have not yet been selected or ratified. Representatives of
Deloitte are expected to be present at the Annual Meeting. They
will be given an opportunity to make a statement if they so
desire and to respond to any appropriate questions.
Audit Fees. In 2008, Berkshire allocated to
Wesco $849,450, representing Wescos share of billings by
Deloitte for the audits of the 2008 consolidated financial
statements of Berkshire and all of its subsidiaries including
Wesco and its subsidiaries. Such services included testing
required by the Sarbanes-Oxley Act of 2002, as well as reviews
of the financial statements included in Wescos Quarterly
Reports to the SEC on
Form 10-Q
for 2008. In 2007, Berkshire allocated to Wesco $672,000 for
Deloittes audit services.
Audit-Related Fees. In 2007, Wesco was charged
$4,300 by Deloitte for services provided in connection with its
assistance with communications received by Wesco from the SEC in
connection with the SECs review of Wescos 2006
Annual Report on
Form 10-K
and 2007 Quarterly Reports on
Form 10-Q.
There were no other audit-related fees billed by Deloitte or
allocated by Berkshire in 2008 or 2007.
Tax Fees. There were no fees billed by
Deloitte or allocated by Berkshire in either 2008 or 2007 for
tax compliance, tax advice or tax planning for Wesco or its
subsidiaries.
All Other Fees. There were no fees billed by
Deloitte or allocated by Berkshire in either 2008 or 2007 other
than those set forth above.
Audit Fees Pre-approval Policy. Beginning in
2004, Wescos Audit Committee delegated to Berkshires
audit committee authority to pre-approve other audit and
non-audit services for Wesco that are to be performed by the
independent registered public accounting firm that audits
Berkshire and its subsidiaries, including Wesco and its
subsidiaries. Berkshires pre-approval policy requires that
Berkshires audit committee pre-approve all services the
independent registered public accounting firm provides,
including audit services, audit-related services, tax and other
services. Some services have a general pre-approval. The term of
any general pre-approval is 12 months from the date of
pre-approval, unless the Berkshire audit committee considers a
different period and states otherwise. Berkshires audit
committee will annually review and pre-approve the services that
may be provided by the independent registered public accounting
firm without obtaining specific pre-approval. It will revise the
list of general pre-approved services from time to time, based
on subsequent determinations. Any proposed services exceeding
pre-approved cost levels or budgeted amounts will also require
specific pre-approval by Berkshires audit committee. Wesco
has been informed that all services performed by Deloitte in
2008 on behalf of Wesco and its subsidiaries were pre-approved
in accordance with the pre-approval policy adopted by
Berkshires audit committee, and Wescos Audit
Committee has ratified all such pre-approvals.
AUDIT COMMITTEE
REPORT
Wescos Audit Committee (the Audit Committee)
operates pursuant to a written charter (Charter)
providing for the Audit Committee to assist the Board in
fulfilling its oversight responsibilities by performing, among
other things, the following functions: monitoring the integrity
of the financial reporting process and internal controls;
monitoring the independence and performance of the independent
registered public accounting firm; and facilitating
communication among the Board, management and the independent
registered public accounting firm. A copy of the Charter is
available on Wescos website at www.wescofinancial.com.
9
In performing its functions for the year ended December 31,
2008, the Audit Committee completed a number of procedures,
including those specified in the Charter. In particular, the
Audit Committee:
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Reviewed and discussed Wescos unaudited consolidated
financial statements for the quarters ended March 31, June
30 and September 30, 2008, and audited consolidated
financial statements for the year ended December 31, 2008
with Wescos management and Deloitte.
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Discussed with Deloitte the matters required to be discussed by
Statement on Auditing Standards No. 114, Communications
with Audit Committees, as amended, promulgated by the
Auditing Standards Board of the American Institute of Certified
Public Accountants (AICPA).
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Received the written disclosures and letter from Deloitte
required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent
accountants communications with the Audit Committee
concerning independence, and discussed with Deloitte its
independence, including whether the provision of its services is
compatible with maintaining its independence.
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Based upon the reviews and discussions referred to above, and
the report of Deloitte, the Audit Committee recommended to the
Board that Wescos audited consolidated financial
statements for 2008 be included in its annual report to
shareholders and its annual report to the SEC on
Form 10-K,
and the Board concurred.
Submitted by Wescos Audit Committee: Carolyn H. Carlburg
(Chair), Robert T. Flaherty and Peter D. Kaufman.
CODE OF BUSINESS
CONDUCT AND ETHICS
Wesco has adopted a Code of Business Conduct and Ethics (the
Code) applicable to its Directors, officers and
employees and those of its subsidiaries. A copy of the Code may
be accessed through Wescos website, www.wescofinancial.com.
OTHER
MATTERS
As far as Wesco is aware, there are no matters to be brought
before the May 6, 2009 annual meeting other than the
election of Directors. Should any other matters come before the
meeting, action will be taken thereon by the persons appointed
as proxies on the accompanying form of proxy, or their
substitutes, according to their discretion.
PROPOSALS OF
SHAREHOLDERS FOR 2010 ANNUAL MEETING
Any shareholder proposal intended to be considered for inclusion
in the proxy statement for presentation at the annual meeting of
shareholders expected to be held in May 2010 (the 2010
annual meeting) must be received by Wesco by
November 27, 2009. The proposal must be in accordance with
the provisions of
Rule 14a-8
promulgated by the SEC under the Exchange Act. It is suggested
the proposal be submitted by certified mail, return receipt
requested. Shareholders intending to present proposals at the
2010 annual meeting without having the proposals included in the
proxy statement must notify Wesco of such intentions before
February 10, 2010. After such date, Wescos proxy in
connection with the 2010 annual meeting of shareholders may
confer discretionary authority on the Board to vote on any such
proposals. In addition, Wesco reserves the right, through its
directors, officers or proxies, to reject, rule out of order, or
take other appropriate action with respect to any proposal that
does not comply with the applicable deadline and other
requirements.
10
AVAILABLE
INFORMATION
Wesco has mailed its combined printed annual report and
Form 10-K
for the year 2008 to shareholders of record as of March 12,
2009. The exhibits to the
Form 10-K
will be provided upon request and payment of copying charges.
Requests for the exhibits or additional copies of the combined
report should be directed to Margery A. Patrick, Secretary,
Wesco Financial Corporation, 301 East Colorado Boulevard,
Suite 300, Pasadena, California
91101-1901.
Wescos combined printed annual report and
Form 10-K,
as well as this Proxy Statement and the Notice of Annual Meeting
of Shareholders, may be accessed through Wescos website,
www.wescofinancial.com, and through a website provided by
Broadridge Financial Solutions, Inc. (Broadridge), a
company Wesco has selected to distribute such materials under
the new Universal Internet Availability Rule, at
http://materials.proxyvote.com/950817.
Portions that have been electronically filed with the SEC are
available through the SECs website at www.sec.gov.
* * * * *
By Order of the Board of Directors
Margery A. Patrick
Secretary
Pasadena, California
March 27, 2009
Directions
to Annual Meeting
Meeting The annual shareholders meeting
of Wesco Financial Corporation will be held in
Ballroom D of the Exhibit Hall and
Ballroom Building of The Pasadena Convention Center, 300 East
Green Street, (adjacent to the western side of The Pasadena
Civic Auditorium), in Pasadena, California, at 2:00 p.m.,
on Wednesday, May 6, 2009.
Parking The Pasadena Convention Centers
parking structure may be accessed from Euclid Avenue, which runs
north-south, to the east of the Center. Additional parking can
be found nearby, in the shopping center across Green Street to
the north, and at the corner of Green Street and Los Robles
Avenue, a block to the east of the Convention Center.
11
WESCO FINANCIAL CORPORATION
Directions to Annual Meeting
Meeting
- The annual shareholders meeting of Wesco Financial Corporation will be held in
Ballroom D of The Pasadena Convention Center (adjacent to the western side of The Pasadena Civic Auditorium) at 300
East Green Street, in Pasadena, California, at 2:00 p.m., on Wednesday, May 6, 2009.
Parking
- The Pasadena Convention Centers parking structure may be accessed from Euclid Avenue,
which runs north-south, to the east of the Center. Additional parking can be found nearby, in the shopping
center across Green Street to the north, and at the corner of Green Street and Los Robles Avenue,
a block to the east of the Convention Center.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting of Shareholders, Proxy Statement and
combined printed annual report and
Form 10-K are available at www.materials.proxyvote.com/950817.
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o (FOLD AND DETACH HERE) o |
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WESCO2 |
WESCO FINANCIAL CORPORATION
Proxy for Annual Meeting of Shareholders
May 6, 2009
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints CHARLES T. MUNGER and MARGERY A. PATRICK, or either of them, as
Proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as
directed on the other side hereof, all shares of capital stock of WESCO FINANCIAL CORPORATION held
of record by the undersigned on March 12, 2009, at the annual meeting of shareholders to be
held in Ballroom D of The Exhibit Hall and Ballroom Building of The Pasadena Convention Center,
300 East Green Street, Pasadena, California, on Wednesday, May 6, 2009 at 2:00 p.m., or
at any adjournment or adjournments thereof.
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Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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(Continued and to be signed on the other side) |
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VOTE BY PHONE 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions
up until 11:59 P.M. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you call and
then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-
paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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WESCO1 |
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH
AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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WESCO FINANCIAL CORPORATION |
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For All |
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Withhold All |
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For All Except |
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To withhold authority to vote for any individual nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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Vote on Directors |
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1. |
ELECTION OF DIRECTORS to serve until the next annual meeting of shareholders or
until their respective successors shall have been duly elected and qualified. The
Proxies are directed to vote for all nominees listed below (except as marked to the
contrary): |
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Nominees: 01. Charles T. Munger
02. Carolyn H. Carlburg
03. Robert E. Denham
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04. Robert T. Flaherty Peter
05. D. Kaufman Elizabeth
06. Caspers Peters
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Vote on Proposal |
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For |
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Abstain |
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2. |
OTHER MATTERS. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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For address changes and/or comments, please check this box and write them on the back
where indicated.
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Please indicate if you plan to attend this meeting.
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Yes |
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No |
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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