American Funds Washington Mutual Investors Fund (AWSHX)
Filed: 10 Oct 07, 12:00am
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[AMERICAN FUNDS LOGO]
The right choice for the long term-SM-
Washington Mutual Investors Fund-Registered Trademark-
Special Meeting of Shareholders -- December 10, 2007
IMPORTANT NOTICE
A special meeting of shareholders of Washington Mutual Investors Fund will be
held on December 10, 2007.
You don't need to attend the meeting to participate, but it is important that
you take a few minutes to read the enclosed material and vote your shares by
telephone, via the Internet, or by mailing your completed and signed proxy
card(s) in the enclosed postage-paid envelope as soon as possible. You may still
vote in person if you wish, but voting now will ensure that your vote is counted
if you are unable to attend.
Your vote is important, regardless of the number of shares you own. Mutual funds
are required to obtain shareholder approval for certain issues. As a
shareholder, you have a right to vote on these matters. We encourage you to read
the attached Proxy Statement in full.
PLEASE DON'T HESITATE. VOTE YOUR SHARES TODAY. BY VOTING YOUR SHARES PROMPTLY,
YOU WILL HELP REDUCE PROXY COSTS -- WHICH ARE PAID FOR BY THE FUND -- AND YOU
WILL ALSO AVOID RECEIVING FOLLOW-UP TELEPHONE CALLS OR MAILINGS. VOTING BY
TELEPHONE OR VIA THE INTERNET LOWERS PROXY COSTS EVEN FURTHER.
IMPORTANT VOTING INFORMATION INSIDE.
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Washington Mutual Investors Fund, Inc.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS --
DECEMBER 10, 2007,
TO THE SHAREHOLDERS OF WASHINGTON MUTUAL INVESTORS FUND, INC.:
A special meeting of shareholders of Washington Mutual Investors Fund, Inc. (the
"Fund") will be held at The Capital Hilton Hotel, 1001 16th Street, NW,
Washington, DC 20036, on Monday, December 10, 2007, at 9:30 a.m., local time,
and at any adjournment or adjournments thereof, to consider and vote on the
following matters described under the corresponding numbers in the accompanying
Proxy Statement:
1. Election of a Board of 11 Directors;
2. Ratification of the selection of PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting Firm for the Fund for the fiscal
year ending April 30, 2008; and
3. Such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on September 21, 2007 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF
ONE THIRD OF THE SHARES OF THE FUND OUTSTANDING ON SEPTEMBER 21, 2007 (THE
"RECORD DATE") ARE PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD OR CAST YOUR VOTE BY TELEPHONE OR VIA
THE INTERNET, AS SOON AS POSSIBLE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE
ITS USE. IF YOU OWNED SHARES IN MORE THAN ONE CLASS OF THE FUND ON SEPTEMBER 21,
2007, YOU MAY RECEIVE MORE THAN ONE PROXY CARD. PLEASE BE CERTAIN TO VOTE EACH
PROXY CARD YOU RECEIVE.
Only shareholders of record at the close of business on September 21, 2007 are
entitled to notice of and to vote at the meeting and any adjournment or
adjournments thereof.
By order of the Board of Directors,
Jennifer L. Butler
Assistant Secretary
October 10, 2007
IMPORTANT
You can help the Fund avoid the expense of further proxy solicitation by
promptly voting your shares using one of three convenient methods: (i) by
calling the toll-free number as described in the enclosed insert; (ii) by
accessing the Internet website as described in the enclosed insert; or (iii) by
signing, dating and returning the proxy card in the enclosed postage-paid
envelope.
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Washington Mutual Investors Fund
1101 Vermont Avenue, NW, Suite 600, Washington, DC 20005
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 10, 2007
The enclosed Proxy is solicited by the Board of Directors (the "Board" or "Board
of Directors") of Washington Mutual Investors Fund (the "Fund") in connection
with the Special Meeting of Shareholders (the "Meeting") to be held at The
Capital Hilton Hotel, 1001 16th Street, NW, Washington, DC 20036, on Monday,
December 10, 2007, at 9:30 a.m., local time, and at any adjournment or
adjournments thereof.
Shareholders of record at the close of business on September 21, 2007 (the
"record date") are entitled to vote on the proposals to elect 11 Directors and
to ratify the selection of PricewaterhouseCoopers LLP as the Independent
Registered Public Accounting Firm for the Fund for the fiscal year ending April
30, 2008. The Board knows of no other business to be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed Proxy to vote in accordance with their best
judgment. This Proxy Statement and related proxy card were first mailed on or
about October 10, 2007.
If you complete, sign and mail the enclosed proxy card in the postage-paid
envelope provided or record your vote by telephone or via the Internet on or
before December 10, 2007 at 9:30 a.m., local time, your shares will be voted
exactly as you instruct. If you choose to sign the proxy card, without otherwise
completing it, your shares will be voted "for" the below nominated directors and
in favor of Proposal 2. Your vote can be revoked at any time before its
exercise, either by filing with the Fund a written notice of revocation, by
delivering a duly executed proxy card or a telephonic or Internet vote bearing a
later date, or by attending the Meeting and voting in person. All shares that
are voted and votes to "withhold" are counted in determining the presence of a
quorum.
Broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, the Fund understands that
broker-dealers may vote on Proposal 1, Election of Directors, and Proposal 2,
Ratification of Independent Registered Public Accounting Firm, on behalf of
their customers and beneficial owners. Certain broker-dealers may exercise
discretion over shares held in their name for which no instructions are received
by voting these shares in the same proportion as they vote shares for which they
received instructions. The shares over which broker-dealers have discretionary
voting power, the shares that represent "broker non-votes" (i.e., shares held by
brokers or nominees as to which (i) instructions have not been received
Washington Mutual Investors Fund 1
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from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter), and
the shares whose proxies reflect an abstention on any item will all be counted
as shares present and entitled to vote for purposes of determining whether the
required quorum of shares exists.
The Fund is a fully managed, diversified, open-end investment company that
issues multiple classes of shares. Each share class represents an interest in a
shared investment portfolio of securities. While each class has its own sales
charge and expense structure (please refer to the Fund's prospectus for more
information), shares of all classes of the Fund vote together on matters that
affect all classes in substantially the same manner. There is no provision for
cumulative voting and the number of shares outstanding is equal to the number of
votes to which each class is entitled. On the record date, the number of shares
issued and outstanding for the various classes of shares were as follows:
<Table>
<Caption>
CLASS SHARES OUTSTANDING CLASS SHARES OUTSTANDING
- --------------------------------------------------------------------------------------
A 1,883,527,494 529-E 1,727,554
- --------------------------------------------------------------------------------------
B 87,734,059 529-F 1,386,477
- --------------------------------------------------------------------------------------
C 94,268,648 R-1 2,076,075
- --------------------------------------------------------------------------------------
F 87,261,274 R-2 29,923,660
- --------------------------------------------------------------------------------------
529-A 30,767,127 R-3 57,076,269
- --------------------------------------------------------------------------------------
529-B 6,065,107 R-4 33,063,457
- --------------------------------------------------------------------------------------
529-C 10,498,290 R-5 35,899,430
- --------------------------------------------------------------------------------------
</Table>
Please note that 529 share classes are available only through
CollegeAmerica-Registered Trademark- to investors establishing qualified higher
education savings accounts. CollegeAmerica account owners are technically not
shareholders of the Fund and accordingly, do not have the rights of a
shareholder, including the right to vote any proxies relating to Fund shares.
Class 529 shares are voted by the Virginia College Savings Plan, an independent
agency of the Commonwealth of Virginia.
Attached as Appendix A is a table that identifies those investors who own of
record or are known by the Fund to own beneficially 5% or more of any class of
its shares as of September 1, 2007, the number so owned, and the percentage of
all shares outstanding for that class represented by such ownership, based upon
the number of shares outstanding on the record date.
With respect to the Election of Directors (Proposal 1), the 11 nominees
receiving the highest number of votes will be elected, provided a quorum is
present. The vote required to ratify the Board's selection of the Independent
Registered Public Accounting Firm (Proposal 2) is the affirmative vote of a
majority of all shares present in person or represented by proxy. If sufficient
votes are not received by the Meeting date, the persons named as proxies may
propose one or more adjournments of the Meeting in
2 Washington Mutual Investors Fund
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accordance with applicable law, to permit further solicitation of proxies. The
persons named as proxies may vote all proxies in favor of such adjournment.
The results of all matters addressed at the Meeting will be reported in the next
printed report to shareholders.
PROPOSAL 1: ELECTION OF DIRECTORS
The following 11 Directors are proposed to be elected at the Meeting, each to
hold office until a successor is elected and qualified. Because meetings of
shareholders are not held each year, the Directors' terms will be indefinite in
length. Cyrus A. Ansary, James H. Lemon, Jr., Harry J. Lister, James C. Miller
III, J. Knox Singleton and Jeffrey L. Steele were elected by shareholders at the
last meeting held on December 5, 2001. Barbara Hackman Franklin was elected by
the Board on October 17, 2005, R. Clark Hooper was elected by the Board on
September 18, 2003, and Katherine D. Ortega was elected by the Board on April
18, 2002. Nariman Farvardin and Donald L. Nickles have been nominated by the
Board to fill the vacancies that will be created by the retirements of
Daniel J. Callahan III and Edward W. Kelley Jr. in December 2007 in accordance
with the Fund's age 75 retirement policy for directors.
Each of the nominees has agreed to serve as director if elected. Should any
unforeseen event prevent one or more nominees from serving as a director, your
vote(s) will be cast (unless you have elected to withhold authority as to the
election of any nominee) "for" the election of such person or persons as the
present Board of Directors shall recommend to replace the former nominee.
Each of the nominees who is classified as an "interested person" is considered
an "interested person" of the Fund within the meaning of the Investment Company
Act of 1940, as amended (the "1940 Act"), on the basis of his affiliation with
Washington Management Corporation (the "Business Manager"), a wholly-owned
subsidiary of The Johnston-Lemon Group, Incorporated. The term "independent"
refers to a Director who is not an "interested person" within the meaning of the
1940 Act.
The tables below set forth certain information regarding the nominees. THE BOARD
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE FOLLOWING 11 NOMINEES.
Proxies will be voted "for" the 11 nominees unless otherwise specified.
Washington Mutual Investors Fund 3
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DIRECTOR/NOMINEE INFORMATION
<Table>
<Caption>
NUMBER OF
PORTFOLIOS(2)
WITHIN THE FUND
YEAR FIRST COMPLEX(3)
NAME ELECTED A OVERSEEN BY OTHER DIRECTORSHIPS(4)
POSITION WITH FUND DIRECTOR OF DIRECTOR OR HELD BY DIRECTOR
AGE THE FUND PRINCIPAL OCCUPATION(1) NOMINEE OR NOMINEE
- ---------------------------------------------------------------------------------------------------------------------------
INDEPENDENT DIRECTORS
Cyrus A. Ansary 1983 President, Investment 3 JPMorgan Value
Chairman of the Board Services International Co., Opportunities Fund
(Independent and Non- LLC (private investment
Executive) company for various
73 operating entities)
- ---------------------------------------------------------------------------------------------------------------------------
Nariman Farvardin Nominee Senior Vice President for 1 None
Director Nominee Academic Affairs & Provost,
51 University Of Maryland;
former Dean, The A. James
Clark School of Engineering
(at UMD)
- ---------------------------------------------------------------------------------------------------------------------------
Barbara Hackman Franklin 2005 President and Chief 1(5) Aetna, Inc; The Dow
Director Executive Officer, Barbara Chemical Company
67 Franklin Enterprises
(international business and
governance consulting);
former U.S. Secretary of
Commerce
- ---------------------------------------------------------------------------------------------------------------------------
R. Clark Hooper 2003 Private Investor; former 18 JPMorgan Value
Director President, Dumbarton Group, Opportunities Fund;
61 LLC (securities industry The Swiss Helvetia Fund
consulting); former Inc.
Executive Vice President --
Policy and Oversight, NASD
- ---------------------------------------------------------------------------------------------------------------------------
James C. Miller III 1992 Senior Advisor, Blackwell 3 Clean Energy Fuels
Director Sanders LLP; former Corporation;
65 Chairman, The CapAnalysis JPMorgan Value
Group, LLC (economic, Opportunities Fund
financial and regulatory
consulting); former
Director, U.S. Office of
Management and Budget
- ---------------------------------------------------------------------------------------------------------------------------
Donald L. Nickles Nominee Chairman and Chief 1 Chesapeake Energy
Director Nominee Executive Officer, The Corporation; Fortress
58 Nickles Group (consulting International Group, Inc.;
and business venture firm); Valero Energy Corporation
former United States
Senator
- ---------------------------------------------------------------------------------------------------------------------------
</Table>
4 Washington Mutual Investors Fund
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DIRECTOR/NOMINEE INFORMATION
<Table>
<Caption>
NUMBER OF
PORTFOLIOS(2)
WITHIN
YEAR FIRST THE FUND COMPLEX(3)
NAME ELECTED A OVERSEEN BY OTHER DIRECTORSHIPS(4)
POSITION WITH FUND DIRECTOR OF DIRECTOR HELD BY DIRECTOR
AGE THE FUND PRINCIPAL OCCUPATION(1) OR NOMINEE OR NOMINEE
- -------------------------------------------------------------------------------------------------------------------
Katherine D. Ortega 2002 Former Treasurer of the 3 JPMorgan Value
Director United States Opportunities Fund;
73 The Kroger Co.
- -------------------------------------------------------------------------------------------------------------------
J. Knox Singleton 2001 President and Chief 3 Healthcare Realty
Director Executive Officer, INOVA Trust, Inc;
59 Health System JPMorgan Value
Opportunities Fund
- -------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS
James H. Lemon, Jr. 1977 Chairman & Chief 3 JPMorgan Value
Vice Chairman of the Board Executive Officer, The Opportunities Fund
71 Johnston-Lemon Group,
Incorporated (financial
services holding
company)
- -------------------------------------------------------------------------------------------------------------------
Harry J. Lister 1986 Director, Washington 1 None
Director Management Corporation
71
- -------------------------------------------------------------------------------------------------------------------
Jeffrey L. Steele 2001 President and Director, 3 JPMorgan Value
Director and President Washington Management Opportunities Fund
62 Corporation
- -------------------------------------------------------------------------------------------------------------------
</Table>
THE ADDRESS FOR ALL DIRECTORS IS THE OFFICE OF THE FUND, 1101 VERMONT AVENUE,
NW, SUITE 600, WASHINGTON, DC 20005, ATTN: SECRETARY.
(1) Reflects current principal occupation and principal employment during the
past five years. Corporate positions may have changed during the period.
(2) This number reflects the total number of separate portfolios that a
Director/Nominee would oversee once elected.
(3) Funds advised by Capital Research and Management Company including the
American Funds-Registered Trademark-, American Funds Insurance
Series-Registered Trademark-, which is composed of 15 funds and serves as
the underlying investment vehicle for certain variable insurance contracts;
American Funds Target Date Retirement Series-SM- Inc, which is composed of
nine funds and is available to investors in tax-deferred retirement plans
and IRAs, and Endowments, which is composed of two portfolios and is
available to certain nonprofit organizations.
(4) This includes all directorships (other than those in the American Funds)
that are held by each Director as a director of a public company or a
registered investment company.
(5) Ms. Franklin has been nominated to serve on the Board of Trustees of The
Tax-Exempt Fund of Maryland and The Tax-Exempt Fund of Virginia. If
elected, she will oversee three portfolios in the Fund Complex.
Washington Mutual Investors Fund 5
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BOARD AND COMMITTEE MEMBERSHIP
The Fund has an Audit Committee composed of five Independent Directors: Cyrus A.
Ansary, Daniel J. Callahan III, Edward W. Kelley, Jr., James C. Miller III
(Co-Chair) and Katherine D. Ortega (Co-chair). The function of the Committee is
the oversight of the Fund's accounting and financial reporting policies. The
Committee acts as a liaison between the Fund's Independent Registered Public
Accounting Firm and the full Board of Directors.
The Fund has a Governance Committee composed of Cyrus A. Ansary (Chair) and all
the other Independent Directors. The Committee operates under a written charter
that is attached as Appendix B. The Committee's functions include, through a
contracts sub-committee, reviewing all contracts and agreements with the Fund,
as required by the 1940 Act and the rules thereunder. The Committee reports its
recommendations to the full Board of Directors. In addition, the Governance
Committee periodically reviews such issues as the Board's composition,
responsibilities, committees and compensation (through a compensation
sub-committee) and other relevant issues, and recommends any appropriate changes
to the full Board of Directors.
The Governance Committee, through a nominating sub-committee, also evaluates,
selects and nominates candidates for independent director to the full Board of
Directors. While the Committee normally is able to identify from its own
resources an ample number of qualified candidates, it will consider shareholder
suggestions of persons to be considered as nominees to fill future vacancies on
the Board. Such suggestions must be sent in writing to the Governance Committee
of the Fund, addressed to the Fund's Secretary, and must be accompanied by
complete biographical and occupational data on the prospective nominee, along
with a written consent of the prospective nominee for consideration of his or
her name by the Committee.
The Fund has a Committee on Proxy Voting Procedures composed of R. Clark Hooper,
Edward W. Kelley, Jr. (Chair) and Jeffrey L. Steele. The Proxy Committee's
functions include establishing and reviewing procedures and policies for voting
proxies of companies held in the Fund's portfolio.
During the fiscal year ended April 30, 2007, there were six Board of Directors
meetings and nine committee meetings (six Audit, one Governance and two Proxy).
Each incumbent Director attended at least 75% of the meetings of the Board and
of the Committees of the Board on which he or she served during that time.
6 Washington Mutual Investors Fund
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DIRECTOR COMPENSATION AND FUND OWNERSHIP
NO COMPENSATION IS PAID BY THE FUND TO ANY OFFICER OR DIRECTOR WHO IS A
DIRECTOR, OFFICER OR EMPLOYEE OF THE BUSINESS MANAGER, CAPITAL RESEARCH AND
MANAGEMENT COMPANY (THE "INVESTMENT ADVISER") OR THEIR AFFILIATES. THE FUND PAYS
EACH INDEPENDENT DIRECTOR AN ANNUAL FEE OF $75,000. IN ADDITION, THE FUND PAYS
INDEPENDENT DIRECTORS ATTENDANCE AND OTHER FEES FOR MEETINGS OF THE BOARD AND
ITS COMMITTEES. BOARD AND COMMITTEE CHAIRS RECEIVE ADDITIONAL FEES FOR THEIR
SERVICES. INDEPENDENT DIRECTORS ALSO RECEIVE ATTENDANCE FEES FOR CERTAIN SPECIAL
JOINT MEETINGS AND INFORMATION SESSIONS WITH DIRECTORS AND TRUSTEES OF OTHER
GROUPINGS OF FUNDS ADVISED BY THE INVESTMENT ADVISER. THE FUND AND OTHER FUNDS
SERVED BY EACH INDEPENDENT DIRECTOR EACH PAY A PORTION OF THESE ATTENDANCE FEES.
THE GOVERNANCE COMMITTEE REVIEWS DIRECTOR COMPENSATION PERIODICALLY AND
TYPICALLY RECOMMENDS ADJUSTMENTS EVERY OTHER YEAR. IN MAKING ITS
RECOMMENDATIONS, THE GOVERNANCE COMMITTEE CONSIDERS A NUMBER OF FACTORS,
INCLUDING OPERATIONS, REGULATORY AND OTHER DEVELOPMENTS AFFECTING THE COMPLEXITY
OF THE BOARD'S OVERSIGHT OBLIGATIONS, AS WELL AS COMPARATIVE INDUSTRY DATA. NO
PENSION OR RETIREMENT BENEFITS ARE ACCRUED AS PART OF THE FUND'S EXPENSES. UPON
RETIREMENT, INDEPENDENT DIRECTORS MAY BE GRANTED EMERITUS STATUS AND RECEIVE
LOWER ANNUAL RETAINERS AND MEETING FEES FOR SUCH SERVICE. INDEPENDENT DIRECTORS
MAY ELECT, ON A VOLUNTARY BASIS, TO DEFER ALL OR A PORTION OF THEIR FEES THROUGH
A DEFERRED COMPENSATION PLAN IN EFFECT FOR THE FUND. THE FUND ALSO REIMBURSES
CERTAIN EXPENSES OF ITS INDEPENDENT DIRECTORS.
<Table>
<Caption>
TOTAL COMPENSATION (INCLUDING
VOLUNTARILY DEFERRED
COMPENSATION(1)) FROM ALL FUNDS
AGGREGATE COMPENSATION ADVISED BY CAPITAL
(INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE(3)
COMPENSATION(1)) FROM THE FUND COMPANY OR ITS AFFILIATES(2) OF FUND SHARES
DURING FISCAL YEAR ENDED DURING FISCAL YEAR ENDED OWNED AS OF
NAME APRIL 30, 2007 APRIL 30, 2007 SEPTEMBER 1, 2007
- ----------------------------------------------------------------------------------------------------------
INDEPENDENT
DIRECTORS
Cyrus A.
Ansary $136,041 $147,788 Over $100,000
- ----------------------------------------------------------------------------------------------------------
Nariman
Farvardin None(4) None(4) None
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Barbara H.
Franklin $ 99,000 $ 99,000 Over $100,000
- ----------------------------------------------------------------------------------------------------------
R. Clark
Hooper $101,324 $266,403 $10,001 - 50,000
- ----------------------------------------------------------------------------------------------------------
James C.
Miller III $115,178 $124,250 Over $100,000
- ----------------------------------------------------------------------------------------------------------
Donald L.
Nickles None(4) None(4) None
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Katherine D.
Ortega $116,856 $127,500 Over $100,000
- ----------------------------------------------------------------------------------------------------------
J. Knox
Singleton $101,428 $107,500 Over $100,000
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<Caption>
AGGREGATE DOLLAR RANGE(3)
OF SHARES OWNED IN ALL
FUNDS IN THE AMERICAN
FUNDS FAMILY OVERSEEN
BY DIRECTOR OR NOMINEE
NAME AS OF SEPTEMBER 1, 2007
- --------------
INDEPENDENT
DIRECTORS
Cyrus A.
Ansary Over $100,000
- --------------
Nariman
Farvardin None
- --------------
Barbara H.
Franklin Over $100,000
- --------------
R. Clark
Hooper Over $100,000
- --------------
James C.
Miller III Over $100,000
- --------------
Donald L.
Nickles None
- --------------
Katherine D.
Ortega Over $100,000
- --------------
J. Knox
Singleton Over $100,000
- --------------
</Table>
Washington Mutual Investors Fund 7
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DIRECTOR COMPENSATION AND FUND OWNERSHIP
<Table>
<Caption>
TOTAL COMPENSATION (INCLUDING
VOLUNTARILY DEFERRED
COMPENSATION(1)) FROM ALL FUNDS
AGGREGATE COMPENSATION ADVISED BY CAPITAL
(INCLUDING VOLUNTARILY DEFERRED RESEARCH AND MANAGEMENT DOLLAR RANGE(3)
COMPENSATION(1)) FROM THE FUND COMPANY OR ITS AFFILIATES(2) OF FUND SHARES
DURING FISCAL YEAR ENDED DURING FISCAL YEAR ENDED OWNED AS OF
NAME APRIL 30, 2007 APRIL 30, 2007 SEPTEMBER 1, 2007
- ----------------------------------------------------------------------------------------------------------
INTERESTED
DIRECTORS
James H.
Lemon, Jr. None(5) None(5) Over $100,000
- ----------------------------------------------------------------------------------------------------------
Harry J.
Lister None(5) None(5) Over $100,000
- ----------------------------------------------------------------------------------------------------------
Jeffrey L.
Steele None(5) None(5) Over $100,000
- ----------------------------------------------------------------------------------------------------------
<Caption>
AGGREGATE DOLLAR RANGE(3)
OF SHARES OWNED IN ALL
FUNDS IN THE AMERICAN
FUNDS FAMILY OVERSEEN BY DIRECTOR
OR NOMINEE AS OF
NAME SEPTEMBER 1, 2007
- --------------
INTERESTED
DIRECTORS
James H.
Lemon, Jr. Over $100,000
- --------------
Harry J.
Lister Over $100,000
- --------------
Jeffrey L.
Steele Over $100,000
- --------------
</Table>
(1) Amounts may be deferred by eligible Directors under a non-qualified
deferred compensation plan adopted by the Fund in 1994. Deferred amounts
accumulate at an earnings rate determined by the total return of one or
more funds in the American Funds as designated by the Directors. Since the
deferred compensation plan's adoption, the total amount of deferred
compensation accrued by the Fund (plus earnings thereon) through the 2007
fiscal year for participating Directors is as follows: R. Clark Hooper
($149,077), Katherine D. Ortega ($282,685) and J. Knox Singleton
($630,211). Amounts deferred and accumulated earnings thereon are not
funded and are general unsecured liabilities of the Fund until paid to the
Directors.
(2) Capital Research and Management Company manages the American Funds,
consisting of 30 funds. Capital Research and Management Company also
manages American Funds Insurance Series which is composed of 15 funds and
serves as the underlying investment vehicle for certain variable insurance
contracts; American Funds Target Date Retirement Series-SM- Inc, which is
composed of nine funds and is available to investors in tax-deferred
retirement plans and IRAs, and Endowments, which is composed of two
portfolios and is available to certain nonprofit organizations.
(3) Ownership disclosure is made using the following ranges: None; $1 -
$10,000; $10,001 - $50,000; $50,001 - $100,000 and Over $100,000. The
amounts listed include any shares owned through the deferred compensation
plan described above.
(4) Nariman Farvardin and Donald Lee Nickels are Nominees for election as
Directors, and therefore have not yet received any compensation.
(5) No compensation is paid to any Interested Director.
8 Washington Mutual Investors Fund
<Page>
ADVISORY BOARD MEMBERS
The Board of Directors has established an Advisory Board whose members are, in
the judgment of the Directors, highly knowledgeable about business, political or
economic matters. In addition to holding meetings with the Board of Directors,
members of the Advisory Board, while not participating in specific investment
decisions, consult from time to time with the Investment Adviser, primarily with
respect to industry diversification and number of issues to be held. Members of
the Advisory Board, however, possess no authority or responsibility with respect
to the Fund's investments or management.
<Table>
<Caption>
ADVISORY
BOARD OTHER DIRECTORSHIPS(3)
NAME MEMBER HELD BY ADVISORY
AGE PRINCIPAL OCCUPATION(1) SINCE(2) BOARD MEMBER
- ---------------------------------------------------------------------------------------
Mary K. Bush President, Bush 1995 Brady Corporation;
59 International, Inc. Briggs & Stratton;
(international MGIC Investment
financial advisory Corporation; Pioneer
services) Funds; UAL Corporation
- ---------------------------------------------------------------------------------------
Louise M. Cromwell Retired Partner, Shaw 2001 None
62 Pittman
- ---------------------------------------------------------------------------------------
C. Richard Pogue Retired Executive Vice 2001 FAM Equity Income
71 President, Investment Fund; FAM Value Fund
Company Institute
- ---------------------------------------------------------------------------------------
Linda R. Rabbitt President, Rand 2001 Watson Wyatt & Company
58 Construction Holdings
Corporation
- ---------------------------------------------------------------------------------------
William J. Shaw President and Chief 2001 Marriott
61 Operating Officer, International, Inc.
Marriott International
- ---------------------------------------------------------------------------------------
R. Clark Wadlow Partner, Sidley Austin, 2005 None
60 LLP
- ---------------------------------------------------------------------------------------
</Table>
THE ADDRESS FOR ALL ADVISORY BOARD MEMBERS IS THE OFFICE OF THE FUND, 1101 VERMONT
AVENUE, NW, SUITE 600, WASHINGTON, DC 20005, ATTN: SECRETARY.
(1) Reflects current principal occupation and principal employment during the
past five years. Corporate positions may have changed during this period.
(2) Advisory Board members serve until respective successors are appointed, or
until they resign or are removed.
(3) This includes all directorships that are held by each Advisory Board member
as a director of a public company or a registered investment company.
Washington Mutual Investors Fund 9
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OTHER FUND OFFICERS
<Table>
<Caption>
YEAR FIRST
NAME ELECTED
POSITION WITH FUND AN OFFICER OF
AGE PRINCIPAL OCCUPATION(S)(1) THE FUND(2)
- ---------------------------------------------------------------------------------------
Michael W. Stockton Senior Vice President, Secretary, 1995
Vice President, Treasurer and Treasurer and Director,
Assistant Secretary Washington Management Corporation
40
- ---------------------------------------------------------------------------------------
Lois A. Erhard Vice President, Washington 1983
Vice President Management Corporation
55
- ---------------------------------------------------------------------------------------
Jennifer L. Butler Vice President and Assistant 2005
Assistant Secretary Secretary, Washington Management
41 Corporation; former Specialist,
Fund Administration, Pacific
Investment Management Corporation
- ---------------------------------------------------------------------------------------
J. Lanier Frank Assistant Vice President, 1997
Assistant Vice President Washington Management Corporation
46
- ---------------------------------------------------------------------------------------
Ashley L. Shaw(3) Vice President and Assistant 2000
Assistant Secretary General Counsel, Washington
38 Management Corporation
- ---------------------------------------------------------------------------------------
Curt M. Scott Assistant Vice President and 2006
Assistant Treasurer Assistant Treasurer, Washington
28 Management Corporation; former
Financial Analyst, BISYS Group,
Inc.
- ---------------------------------------------------------------------------------------
</Table>
THE ADDRESS FOR ALL OFFICERS IS THE OFFICE OF THE FUND, 1101 VERMONT AVENUE, NW,
SUITE 600, WASHINGTON, DC 20005, ATTN: SECRETARY.
(1) Reflects current principal occupation and principal employment during the
past five years. Corporate positions may have changed during this period.
(2) Officers of the Fund serve until their resignation, removal or retirement.
(3) Ashley L. Shaw is the daughter of James H. Lemon, Jr.
No officer, director or employee of the Fund's Business Manager or Investment
Adviser or their affiliates received any remuneration from the Fund. All
Directors and Officers as a group owned beneficially fewer than 1% of the Fund's
shares outstanding on September 21, 2007.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL
30, 2008.
Shareholders are requested to ratify the selection by the Board of Directors
(including all of the Directors who are not "interested persons" of the Fund as
that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP ("PwC") to
act as Independent Registered Public Accounting Firm for the Fund for the fiscal
year ending April 30, 2008. PwC has served as the Fund's Independent Registered
Public Accounting Firm since the Fund's inception. No representative of PwC is
expected to attend the Meeting.
10 Washington Mutual Investors Fund
<Page>
The Fund's Audit Committee, composed exclusively of Independent Directors, has
discussed with PwC representatives the independence of PwC from the Fund and its
management, including the matters disclosed in the letter from PwC required by
Independence Standards Board Standard No. 1, and also considered whether the
provision of non-audit services described below is compatible with maintaining
their independence.
U.S. Securities and Exchange Commission rules require the disclosure of
professional fees billed to the Fund, the Investment Adviser and affiliates of
the Investment Adviser providing services to the Fund. The fees during each of
the Fund's last two fiscal years ended April 30, were as follows:
<Table>
<Caption>
BILLED TO THE FUND: 2006 2007
- -------------------------------------------------------------------------------------
Audit fees $88,000 $91,000
- -------------------------------------------------------------------------------------
Audit-related fees
(audit-related fees consist of assurance and related
services to the Fund's Investment Adviser) None None
- -------------------------------------------------------------------------------------
Tax fees
(tax fees consist of professional services relating to the
preparation of the Fund's tax returns) $7,000 $7,000
- -------------------------------------------------------------------------------------
All other fees None None
- -------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
BILLED TO THE INVESTMENT ADVISER AND ITS AFFILIATES: 2006 2007
- ------------------------------------------------------------------------------------
(includes only fees for non-audit services billed to the
Investment Adviser and its affiliates that provide ongoing
services to the Fund for engagements that relate directly
to the operations and financial reporting of the Fund and
that were subject to the pre-approval policies described below)
- ------------------------------------------------------------------------------------
Audit-related fees None None
- ------------------------------------------------------------------------------------
Tax fees $26,000 $4,000
- ------------------------------------------------------------------------------------
All other fees None None
- ------------------------------------------------------------------------------------
</Table>
Pre-approval policies: The Fund's Audit Committee will pre-approve all audit and
permissible non-audit services that the Committee considers compatible with
maintaining the accountants' independence. The pre-approval requirement will
extend to all non-audit services provided to the Fund, the Investment Adviser,
and any entity controlling, controlled by, or under common control with the
Investment Adviser that provides ongoing services to the registrant, if the
engagement relates directly to the operations and financial reporting of the
Fund. The Committee does not delegate its responsibility to pre-approve these
services to the Investment Adviser; however, the Committee may in its discretion
delegate to one or more committee members the authority to review and
pre-approve audit and permissible non-audit services. Actions taken under any
such delegation will be reported to the full Committee at its next meeting. The
pre-approval requirement is waived with respect to non-audit services if certain
conditions are met. The pre-approval requirement was not waived for any of the
services listed above.
Aggregate non-audit fees paid to the Fund's Independent Registered Public
Accounting Firm, including fees for all services billed to the Investment
Adviser and affiliates were $43,000 for fiscal year 2006 and $11,000 for fiscal
year 2007. The non-audit
Washington Mutual Investors Fund 11
<Page>
services represented by these amounts were brought to the attention of the Audit
Committee and considered to be consistent with maintaining the Independent
Registered Pubic Accounting Firm's independence.
The amounts shown above do not include amounts paid for audit, audit-related and
tax fees rendered to other mutual funds within the American Funds complex that
PwC serves. Billings for these services during the fiscal year ended 2007
totaled $1,080,000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
Neither the persons named in the enclosed Proxy nor the Board of Directors are
aware of any matters that will be presented for action at the meeting other than
matters described above. If any other matters properly requiring a vote of
shareholders arise, the proxies will confer upon the person or persons entitled
to vote the shares in respect of any such matters in accordance with their best
judgment in the interests of the Fund and its shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in proxy solicitation material for a
subsequent shareholders meeting should be submitted to the Secretary of the
Fund, at the Fund's principal executive office 1101 Vermont Avenue, NW, Suite
600, Washington, DC 20005. Any such proposals must comply with all applicable
requirements or conditions established by the U.S. Securities and Exchange
Commission.
Under the laws of Maryland, where the Fund is registered, and the Fund's
Articles of Incorporation and By-Laws, the Fund is not required to hold regular
meetings of shareholders. Under the 1940 Act, a vote of shareholders is required
from time to time for particular matters, but not necessarily on an annual
basis. As a result, the Fund does not expect to hold shareholders meetings on a
regular basis and any shareholder proposal received may not be considered until
such a meeting is held.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its most recent annual report
and/or semi-annual report to any shareholder upon request. Such requests should
be directed to the Fund's Secretary at 1101 Vermont Avenue, NW, Suite 600,
Washington, DC 20005, or by calling 800/421-0180. These requests will be honored
within three business days of receipt.
12 Washington Mutual Investors Fund
<Page>
GENERAL INFORMATION
Washington Management Corporation is the Business Manager to the Fund and is
located at 1101 Vermont Avenue, NW, Suite 600, Washington, DC 20005. Capital
Research and Management Company is the Investment Adviser to the Fund and is
located at 333 South Hope Street, Los Angeles, CA 90071 and 6455 Irvine Center
Drive, Irvine, CA 92618. American Funds Distributors, Inc. is the Principal
Underwriter of the Fund's shares and is located at the Los Angeles and Irvine
addresses above and also at 3500 Wiseman Boulevard, San Antonio, TX 78251, 8332
Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood Road,
Norfolk, VA 23513.
COMMUNICATING WITH THE FUND'S DIRECTORS AND OFFICERS
Correspondence intended for the Directors and/or Officers of the Fund should be
directed to the Fund's Secretary at 1101 Vermont Avenue, NW, Suite 600,
Washington, DC 20005.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Fund. The Fund will pay the cost of soliciting proxies, consisting of
printing, handling and mailing of the proxies and related materials. In addition
to solicitation by mail, certain Officers and Directors of the Fund, who will
receive no extra compensation for their services, may solicit proxies by
telephone or personally. WE URGE ALL SHAREHOLDERS TO VOTE THEIR SHARES BY MAIL,
BY TELEPHONE OR VIA THE INTERNET. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE,
AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. TO VOTE YOUR PROXY BY TELEPHONE OR VIA THE
INTERNET, PLEASE FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSERT.
One copy of this Proxy Statement may be delivered to multiple shareholders who
share a single address. If you would like to obtain an additional copy of this
Proxy Statement, free of charge, write to the Secretary of the Fund at 1101
Vermont Avenue, NW, Suite 600, Washington, DC 20005, or by calling 800/421-0180.
Such requests will be honored within three business days of receipt. If you
received a Proxy Statement for each shareholder who shares your address and
would like to receive a single copy of such material in the future, please write
to or call at the address and telephone number indicated above.
By order of the Board of Directors,
Jennifer L. Butler
Assistant Secretary
October 10, 2007
Washington Mutual Investors Fund 13
<Page>
Appendix A
<Table>
<Caption>
AS %
OF SHARES
NAME AND ADDRESS CLASS SHARES HELD OUTSTANDING
- -----------------------------------------------------------------------------------------
Edward D. Jones & Co. A 283,614,480 15.01
201 Progress Parkway B 6,586,978 7.47
Maryland Heights, MO 63043-3009
- -----------------------------------------------------------------------------------------
Citigroup Global Markets, Inc. B 6,362,198 7.22
333 W. 34th Street C 14,846,992 15.71
New York, NY 10001-2402 F 6,951,181 7.97
- -----------------------------------------------------------------------------------------
MLPF&S B 5,688,577 6.45
4800 Deer Lake Drive E., FL 2 C 16,166,319 17.10
Jacksonville, FL 32246-6484 R-5 3,006,749 8.43
- -----------------------------------------------------------------------------------------
Charles Schwab & Co., Inc. F 8,700,334 9.98
101 Montgomery Street R-4 2,786,367 8.42
San Francisco, CA 94101-4122
- -----------------------------------------------------------------------------------------
Hartford Life Insurance Co. R-1 463,473 23.10
P.O. Box 2999 R-3 3,686,604 6.41
Hartford, CT 06104-2999
- -----------------------------------------------------------------------------------------
ING Life Insurance & Annuity R-3 6,614,867 11.51
151 Farmington Avenue, TN41 R-4 3,334,411 10.08
Hartford, CT 06156-0001
- -----------------------------------------------------------------------------------------
John Hancock Life Insurance Co., USA R-3 5,745,907 9.99
250 Bloor Street East, 7th Floor
Toronto, Ontario
Canada M4W 1E5
- -----------------------------------------------------------------------------------------
Fidelity Investments Institutional Operations R-4 1,916,111 5.79
Co. R-5 7,281,678 20.42
100 Magellan Way
Covington, KY 41015-1999
- -----------------------------------------------------------------------------------------
Mercer Trust Company R-5 3,452,985 9.68
1 Investors Way
Norwood, MA 02062-1599
- -----------------------------------------------------------------------------------------
CGTC R-5 2,226,852 6.24
400 S. Hope Street, 22nd Floor
Los Angeles, CA 90071-2801
- -----------------------------------------------------------------------------------------
</Table>
A-1
<Page>
Appendix B
WASHINGTON MUTUAL INVESTORS FUND, INC.
(THE "FUND")
GOVERNANCE COMMITTEE CHARTER
(AS APPROVED AND ADOPTED BY THE FUND'S
BOARD OF DIRECTORS ON DECEMBER 15, 2005)
I. COMMITTEE ORGANIZATION
The Governance Committee, a Committee established by the Fund's Board of
Directors, will be comprised of all the members of the Board of Directors who
are not considered "interested persons" of the Fund under the Investment Company
Act of 1940, as amended (the "40 Act"). In addition, to be considered
independent, a member may not, other than in his or her capacity as a member of
the Board, the Committee or any other committee of the Board, accept any
consulting, advisory or other compensatory fee from the Fund, or be a former
officer or director of Washington Management Corporation ("WMC"), Capital
Research and Management Company ("CRMC") or any of their affiliates.
The Governance Committee may establish one or more temporary or permanent
sub-committees, the members of which must be members of the Governance
Committee. A sub-committee may have such number of members between one and the
entire composition of the Governance Committee, as it may decide. The Governance
Committee may assign to such sub-committees one or more of the tasks delegated
to the full Governance Committee. A sub-committee so appointed shall have all of
the powers of the full Governance Committee except that it shall not have the
power to take or recommend any final action but may only make recommendations to
the full Governance Committee. Procedural references to the Governance Committee
or the Committee contained in this Charter shall apply equally, as necessary, to
any duly constituted sub-committee.
A quorum will consist of a majority of the Committee members. If a Chair of the
Committee has not been designated by the Board of Directors, the Committee may
designate a Chair by majority vote. The Fund's Secretary will serve as Secretary
of the Committee.
The Governance Committee will hold meetings at least annually. Special meetings
may be called at any time by the Chair or a majority of the Committee members.
The Committee Chair will prepare the agenda for each meeting, in consultation
with others as appropriate. The Chair will cause notice of each meeting,
together with the agenda and any related materials, to be sent to each member,
normally at least one week before the meeting. The Chair will cause minutes of
each Committee meeting to be prepared and distributed to Committee members. The
Committee may ask independent
B-1
<Page>
legal counsel, members of management or others to attend Committee meetings and
provide pertinent information as necessary. The Committee may also meet in
executive session.
II. DUTIES AND RESPONSIBILITIES
The Governance Committee will:
(a) Review with management all contracts and agreements with the Fund, as
required by Section 15(c) of the 40 Act and Rule 12b-1 thereunder and
report its recommendations to the full Board of Directors.
(b) Evaluate, select and nominate candidates for the Fund's advisory board and
for independent directors to the Board of Directors. The Committee may also
consider recommendations from management in its selection process.
(c) Formulate policies and objectives concerning the desired profile of
independent director and advisory board member skills and characteristics.
The Committee will take into account all factors it considers relevant,
including experience, demonstrated capabilities, independence, commitment,
reputation, background, understanding of the investment business and
understanding of business and financial matters generally. Periodically
review the composition of the Fund's independent directors and advisory
board to determine whether it may be appropriate to expand the Board to add
individuals with different backgrounds or skill sets. Where possible, the
Committee will seek to enhance the diversity of Board membership and
provide for appropriate independent director and advisory board succession
planning.
(d) Periodically review, at least every two years, independent director,
advisory board member and emeritus director compensation and expense
reimbursement policies, and recommend any changes to the full Board of
Directors.
(e) Make recommendations to the full Board concerning the appointment of
independent directors to the Board committees, including one or more
alternate members who would serve on each committee in the absence of a
regular committee member. The Committee may make recommendations to the
full Board concerning the appointment of the Chair of each Board committee
and periodic changes in those appointments and designations.
(f) Periodically review the responsibilities of the committees of the Board,
whether there is a continuing need for each committee, whether there is
need for additional committees, and whether committees should be combined
or reorganized and make recommendations for any such action to the full
Board of Directors.
(g) Promote the independence and effectiveness of the Board with an orientation
program for new members that outlines the responsibilities of Directors and
by encouraging continuing mutual fund industry education and conducting a
periodic
B-2
<Page>
review of Board independence and effectiveness. The Committee Chair will
provide oversight to management regarding the orientation of new
independent directors.
(h) Monitor the independence of the Fund's independent directors and legal
counsel.
(i) Review this Charter at least annually and recommend any proposed changes to
the full Board of Directors.
(j) Perform any other functions assigned by the Fund's Board of Directors.
III. AUTHORITY AND RESOURCES
The Governance Committee will have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.
Independent legal counsel to the independent directors will serve as independent
legal counsel to the Committee. Such counsel will review independent director
questionnaires, relating to positions, transactions and relationships that could
reasonably bear on the independence of directors or raise concerns regarding
potential conflicts of interest. When such findings may appear to raise
potential conflicts of interest, counsel shall immediately report them to the
Chair of the Committee.
B-3
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<Page>
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<Page>
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<Page>
[AMERICAN FUNDS LOGO]
The right choice for the long term-SM-
[RECYCLE LOGO]
Printed on recycled paper
- --------------------------------------------------------------------------------
THE CAPITAL GROUP COMPANIES
American Funds Capital Research and Management Capital International Capital
Guardian Capital Bank and Trust
Note: Please sign exactly as your name(s) appear on this card. Joint owners should each sign individually. Corporate proxies should be signed in full corporate name by an authorized officer. Fiduciaries should give full titles. Signature Signature of joint owner, if any Date WMI_18034_091307 |
Note: Please sign exactly as your name(s) appear on this card. Joint owners should each sign individually. Corporate proxies should be signed in full corporate name by an authorized officer. Fiduciaries should give full titles. Signature Signature of joint owner, if any Date WMI_18034_091307 |
1. | Election of Directors: |
| 01 | Cyrus A. Ansary 07 James C. Miller III |
| 02 | Nariman Farvardin 08 Donald L. Nickles |
| 03 | Barbara Hackman Franklin 09 Katherine D. Ortega |
| 04 | R. Clark Hooper 10 J. Knox Singleton |
| 05 | James H. Lemon, Jr. 11 Jeffrey L. Steele |
| 06 | Harry J. Lister |
2. | Ratification of selection of PricewaterhouseCoopers LLP as independent registered public accounting firm. |