2006 Proxy Statement
The Board of Directors of Freddie Mac is soliciting your vote on proposals being submitted to our annual meeting of stockholders to be held on September 8, 2006.
You will be voting on the following three items:
The Board is not aware of any other matters to be presented for a vote at the annual meeting.
Holders of record of our common stock, par value $0.21 per share, as of the close of business on June 30, 2006, the record date, are entitled to vote at the annual meeting. As of June 12, 2006, there were 691,326,563 votes that could be cast at the annual meeting by all stockholders, consisting of one vote for each share of Freddie Mac common stock outstanding as of such date. We have no other outstanding classes of stock that are entitled to vote at the annual meeting.
Stockholders entitled to vote have one vote on all matters for each share of Freddie Mac common stock they owned on the record date. There is no cumulative voting. For purposes of determining the number of votes cast with respect to any voting matter, only those votes cast "for" or "against" are counted; "votes withheld" and "abstentions" are not counted.
Stockholders can vote by proxy in three ways: by Internet; by telephone; or by mail (using the enclosed proxy card). Please see your proxy card or the information provided to you by your bank, trust, broker or other holder of record for more information on how to vote by proxy. If you vote by proxy, your shares will be voted at the annual meeting in the manner you indicate.
If you hold shares in a stock brokerage account or through a bank, trust or other nominee, you are considered to be the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker or nominee. You may not vote directly any shares held in "street name"; however, as the beneficial owner you have the right to direct your broker or nominee on how to vote your shares.
If you hold shares in "street name" and you want to attend or vote in person at the annual meeting, you must bring to the meeting proof of stock ownership, such as an account statement or a proxy or letter from your broker or nominee which confirms that you are the beneficial owner of those shares.
Yes. You can change or revoke your proxy by Internet, by telephone or by mail at any time before the annual meeting, regardless of the method by which you previously cast your vote.
Yes. However, we encourage you to vote by Internet, by telephone, or by completing and returning the enclosed proxy card to ensure that your shares are represented and voted.
Your shares are counted as present at the annual meeting if you attend the meeting or if you properly return a proxy by mail, by telephone or by Internet. To conduct the meeting, a majority of our outstanding shares of common stock as of June 30, 2006 must be present in person or by proxy at the meeting. This is referred to as a quorum. Abstentions and broker or nominee non-votes will be counted for purposes of establishing a quorum at the annual meeting. See "Will my shares be voted if I do not return my proxy or attend the annual meeting?" below for more information on voting by brokers and nominees. If a quorum is not present, the meeting will be adjourned until a quorum is present. We urge you to vote by proxy even if you plan to attend the annual meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting.
The 13 nominees for director who receive the greatest number of "for" votes will be elected as directors. This number is called a plurality. Shares not voted will have no impact on the election of directors. If you properly return a proxy, your proxy will be voted "for" each of the nominees for director unless your proxy is marked "vote withheld" as to a particular nominee or nominees for director.
The ratification of the appointment of PricewaterhouseCoopers as our independent auditors for the fiscal year ending December 31, 2006 and the adoption of the stockholder proposal each requires a majority of the votes cast at the meeting to be voted "for" such proposal. A properly executed proxy marked "abstain" with respect to either proposal will not be counted as a vote cast for such proposal.
Yes. Based on a review of beneficial ownership reports as of December 31, 2005 that are filed with us and that are the equivalent of Schedule 13G and 13D reports filed with the Securities and Exchange Commission, or the SEC, and in reliance on updates to those reports based on a review of Form 13F filings with the SEC, as of March 31, 2006, Capital Research and Management Company, 333 South Hope Street, 55th Floor, Los Angeles, CA 90071-1447, beneficially owned 62,220,000 shares, or 9.0%, of our outstanding common stock. We are unaware of any other stockholders beneficially owning more than 5% of our outstanding common stock.
We currently do not know of any business to be considered at the annual meeting other than the proposals described in this Proxy Statement. If any other business is properly presented at the annual meeting, your signed proxy gives authority to the named proxies to vote your shares on such matters at their discretion.