8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): November 1, 2013

Federal Home Loan Bank of Topeka
__________________________________________
(Exact name of registrant as specified in its charter)

Federally Chartered Corporation	000-52004	48-0561319
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Security Benefit Pl. Suite 100, Topeka, Kansas		66606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 785.233.0507

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2013, the Federal Home Loan Bank of Topeka (FHLBank) declared elected the following individuals in FHLBank’s 2013 election of directors with terms commencing on January 1, 2014:

• Andrew C. Hove, Jr., NeighborWorks Lincoln (Public Interest Director)
• Richard S. Masinton, CFO and Executive Vice President, Quinn Capital, LLC (Independent Director)
• Mark J. O’Connor, Vice President, FirstBank, Lakewood, Colorado (Member Director)

Each of the foregoing directors will serve four year terms expiring on December 31, 2017.

Messrs. Hove, Masinton and O’Connor are incumbent directors with terms expiring on December 31, 2013. Mr. Hove currently serves as a member of the Audit, Housing and Governance, and Operations committees. Mr. Masinton currently serves as Chair of the Compensation committee and as a member of the Executive and Risk Oversight committees. Mr. O’Connor currently serves as a member of the Compensation, Operations and Risk Oversight committees. At the time of this filing, there has been no determination on which committees any of the FHLBank directors may serve in 2014.

On September 20, 2013, FHLBank filed a Form 8-K announcing that Mr. James R. Hamby, CEO of Vision Bank, n.a., Ada, Oklahoma, was deemed elected as a Member Director of FHLBank’s board of directors. The Form 8-K filed by FHLBank on September 20, 2013, is incorporated herein by reference.

The election of directors took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act, as amended (the Bank Act), and the related regulations of the Federal Housing Finance Agency (FHFA).

Pursuant to the Bank Act and FHFA regulations, the majority of FHLBank’s directors, known as Member Directors, are elected by FHLBank’s membership in each state. The remaining directors, known as Independent Directors and which include Public Interest Directors, are elected through district-wide elections. In the normal course of its business, FHLBank extends credit to members whose officers or directors may serve as member directors of FHLBank. All loans extended by FHLBank to such members are on market terms that are no more favorable to them than the terms of comparable transactions with other members.

FHLBank will compensate its directors pursuant to FHLBank’s 2014 Board of Directors Compensation Policy, which will become effective on January 1, 2014, subject to the authority of the director of the Federal Housing Finance Agency to review the Board of Directors Compensation Policy. The purpose of the Board of Directors Compensation Policy is to provide directors reasonable compensation for their time and effort exerted in performing their duties as directors of FHLBank.

FHLBank directors will be compensated through board meeting attendance fees. The Board of Directors Compensation Policy establishes a maximum annual compensation, which generally provides that a director (other than board chair, board vice chair, and committee chairs) may be paid a total of $80,000. The board chair is subject to a maximum annual compensation of $105,000 and the board vice chair and those directors serving as committee chairs are subject to maximum annual compensation of $90,000. In the event an individual serves as both vice chair and as a committee chair, that individual shall be entitled to an increase of $5,000 in his or her maximum annual compensation. Directors will be paid a meeting fee for each day in physical attendance at a regular meeting of the board, which is calculated by dividing the maximum annual compensation by six. Directors will also be entitled to reimbursement for all necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties.

A copy of the Board of Directors Compensation Policy is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Also on November 7, 2013, FHLBank distributed a message to its members announcing the election of FHLBank directors. A copy of the message to members is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

FHLBank’s director election concluded on November 1, 2013. The results of the director election were declared final as described in Item 5.02 of this Current Report on Form 8-K. Complete voting results are included in the message to members that is attached to this Current Report on Form 8-K as Exhibit 99.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information provided in Items 5.02 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

The information contained in this Current Report on Form 8-K and the information contained in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the Exchange Act) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Current Report on Form 8-K. In addition, the furnishing of information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by FHLBank that the information is material or complete.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1 2014 Board of Directors Compensation Policy
99.1 Message to FHLBank members dated November 7, 2013, announcing FHLBank’s election results

SIGNATURES

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

	Federal Home Loan Bank of Topeka
November 7, 2013	By:	/s/ Patrick C. Doran
		Name: Patrick C. Doran
		Title: SVP, General Counsel

Exhibit Index

Exhibit No.	Description
10.1	2014 Board of Directors Compensation Policy
99.1	Message to FHLBank members dated November 7, 2013, announcing FHLBank’s election results

EX-10.1

2014 Board of Directors Compensation Policy
October 25, 2013

Policy Information

Document Title:	Board of Directors Compensation Policy
Content Owner:	Director of Human Resources
Certification of Compliance Contact:	N/A
Policy Category:	FHLBank Policy
FHLBank-Level Approver:	Policy Oversight Group
Board-Level Approver:	Full Board (Compensation)
Review Frequency:	Annually
Initial Effective Date:	01/01/2010
Last POG Approval Date:	11/28/2012
Next Review Date:	12/2014

Introduction

This FHLBank Policy, governed by the board of directors (board), governs the compensation of individuals serving as directors of the Federal Home Loan Bank of Topeka (FHLBank). Section 7(i) of the Federal Home Loan Bank Act and 12 U.S.C. §1261.22 require the board annually to adopt a written compensation policy to provide for the payment of reasonable compensation and expenses to the directors for the time required of them in performing their duties as directors.

Purpose

Directors should be reasonably compensated for the time and effort exerted in the performance of their duties as a director of FHLBank. This policy establishes reasonable compensation for the activities and functions for which director attendance or participation is necessary and provides compensation reflecting the total amount of time a director has spent on FHLBank business. Differentials in meeting attendance fees for the chair, vice chair and the various committee chairs shall reflect the additional responsibility assumed by these directors.

Scope

Directors shall be compensated based on attendance at board meetings and the director’s performance of official FHLBank business.

Policy

1. Compensation. Individuals serving as directors of FHLBank shall be paid a meeting fee for each day in physical attendance at a regular meeting of the board and shall receive no other compensation from FHLBank other than reimbursement of expenses. The following table illustrates the maximum annual compensation to be paid to various board member positions. The daily meeting fee shall be the maximum in the table below divided by six.

Position	Maximum Annual Compensation
Chair of Board	$	105,000
Vice Chair of Board	$	90,000
Committee Chair	$	90,000
Director	$	80,000

An individual serving as Chair of the Board shall not be entitled to annual compensation in excess of the amount to which the individual is entitled for such service due to concurrent service as a Committee Chair. An individual serving as Vice Chair of the Board shall be entitled to an increase of $5,000 in his or her Maximum Annual Compensation in the event the individual serves as both Vice Chair of the Board and a Committee Chair.

The maximum annual compensation amounts are based on an evaluation of McLagan market research data, a fee comparison among the FHLBanks and the board’s assessment of appropriate and comparable pay that will allow the FHLBank to recruit and retain highly qualified directors.

2. Adjustments in Compensation. Only fees that reflect performance of official FHLBank business shall be paid to a director. This Policy is structured to allow decreases in compensation to reflect lesser attendance or performance at board or committee meetings during a given year.

In addition to the compensation structure and potential reductions from the maximum annual compensation as set forth in paragraph 1, the Chair of the Compensation Committee shall have the authority, in his or her sole discretion, to recommend that the board reduce the compensation of any director to reflect lesser attendance or performance at board or committee meetings during a given year. The Chair of the board shall have the authority, in his or her sole discretion, to recommend that the board reduce the compensation of the Chair of the Compensation Committee to reflect lesser attendance or performance at board or committee meetings during a given year. If the Chair of the Compensation Committee or the Chair of the board, as appropriate, determines that the compensation paid to a director does not reflect the director’s performance of official FHLBank business, the Chair of the Compensation Committee or the Chair of the board, as appropriate, may recommend that the board authorize a clawback of that director’s compensation in an amount to be determined by the board.

The Chair of the Compensation Committee shall have the authority, in his or her sole discretion, to recommend that the board provide compensation to a director(s) who is not in physical attendance at a regular meeting of the board, but attends via teleconference, due to extreme circumstances, such as a natural disaster or a severe illness. The Chair of the board shall have the authority, in his or her sole discretion, to recommend that the board provide compensation to the Chair of the Compensation Committee if he or she is not in physical attendance at a regular meeting of the board, but attends via teleconference, due to extreme circumstances, such as a natural disaster or a severe illness.

On a quarterly basis, the Chair of the Compensation Committee and the Chair of the board shall review attendance records, as prepared by the corporate secretary, and shall use those records, in addition to considering director performance, when determining whether to recommend the board reduce or clawback a director’s compensation.

3. Number of Meetings. The board shall hold at least six regular board meetings per year. Special meetings of the board may be held as provided in the FHLBank’s bylaws.

4. Reimbursement of Expenses. Directors shall be entitled to reimbursement for all necessary and reasonable travel, subsistence and other related expenses incurred in connection with the performance of their official duties as provided in the Directors and Executive Officers Travel Policy, except that directors may not be paid for gift or entertainment expenses.

Policy Review

This policy shall be reviewed annually and revised as needed by the Director of Human Resources. Following such review, the policy shall be submitted for review and approval by the Policy Oversight Group. In the event of any revisions to the Policy, such revisions shall be submitted for review and approval by the Compensation committee and the board, which shall occur no less than annually.

FHLBank Topeka Announces 2013 Director Election Results

FHLBank Topeka (FHLBank) is pleased to announce the results of the 2013 Member and Independent Director Election. Elections for Member Directorships were conducted in Colorado and Oklahoma and elections for Independent Directorships were conducted district-wide. Please find the official report of election below. Four directors were elected to FHLBank’s board of directors, each of whom is an incumbent:

Independent Director Election

• Andrew C. Hove, Jr., NeighborWorks Lincoln (Public Interest Directorship)

• Richard S. Masinton, CFO and Executive Vice President, Quinn Capital, LLC

Member Director Election

• James R. Hamby, CEO, Vision Bank, n.a., Ada, Oklahoma

• Mark J. O’Connor, Vice President, FirstBank, Lakewood, Colorado

Mr. Hove became a director of FHLBank in April 2007. Mr. Hove, who previously served as vice chairman as well as acting chairman of the Federal Deposit Insurance Corporation, has extensive banking and regulatory experience as well as experience representing consumer and community interests in credit needs and housing through the Neighborhood Reinvestment Corporation (now NeighborWorks America) and NeighborWorks Lincoln.

Mr. Masinton became a director of FHLBank in April 2007. Mr. Masinton, currently CFO and Executive Vice President of Quinn Capital, LLC, was previously Executive Vice President of Russell Stover Candies.

Mr. Hamby served as a director of FHLBank from January 1995 through December 2001. He was again elected to the board of directors for a term commencing January 2007 and has served as a director since that time. Mr. Hamby has been CEO of Vision Bank, n.a., Ada, Oklahoma, since 1990.

Mr. O’Connor became a director of FHLBank in May 2011. Mr. O’Connor currently serves as Vice President of FirstBank, Lakewood, Colorado, and has served as Senior Vice President, FirstBank Holding Company, since 2002.

Pursuant to the Federal Home Loan Bank Act, as amended, and Federal Housing Finance Agency regulations, the majority of FHLBank’s directors, known as Member Directors, are elected by FHLBank’s membership in each state. In order to be eligible to serve as a Member Director, an individual must be a citizen of the United States and an officer or director of a member financial institution in that particular state that meets all minimum capital requirements. The remaining directors, known as Independent Directors and which include Public Interest Directors, must be citizens of the United States and bona fide residents of FHLBank’s district. In order to be elected, the Independent Directors were required to receive at least 20 percent of the number of votes eligible to be cast in the election. Messrs. Hove and Masinton each received the required number of votes, with Mr. Hove receiving 42.2 percent of the votes eligible to be cast and Mr. Masinton receiving 40.7 percent of the votes eligible to be cast.

Questions about director elections should be directed to Patrick C. Doran, Senior Vice President and General Counsel, at 785.438.6054, or pat.doran@fhlbtopeka.com.

2013 Federal Home Loan Bank of Topeka
Member and Independent Director Election Results

Member Director Elections

Colorado
Total Number of Eligible Votes per Candidate – 383,402
Eligible Voting Members – 122
Total Number of Members Voting – 61

Elected – Mark J. O’Connor, Vice President, FirstBank, Lakewood, CO
Total Votes Cast for Mr. O’Connor – 171,139
Expiration of Term – December 31, 2017

John A. Sneed, CEO, FMS Bank, Fort Morgan, CO
Total Votes Cast for Mr. Sneed – 69,174

Oklahoma
Elected – James R. Hamby, CEO, Vision Bank, n.a., Ada, Oklahoma
Expiration of Term – December 31, 2017

Mr. Hamby was deemed elected on September 20, 2013, because only one nominee, Mr. Hamby, accepted nomination for the one member directorship up for election in Oklahoma in 2013.

Independent Director Elections

Tenth District
Total Number of Eligible Votes per Candidate – 2,874,024
Eligible Voting Members – 818

Elected – Andrew C. Hove, Jr., NeighborWorks Lincoln
Total Votes Cast for Mr. Hove – 1,213,106
Total Number of Members Voting for Mr. Hove – 300
Public Interest Director – Yes
Consumer or Community Interest Represented – Credit Needs and Housing
Qualifications – Mr. Hove served eight years as a board member of the Neighborhood Reinvestment Corporation (now known as NeighborWorks America) and currently serves on the board of NeighborWorks Lincoln.
Expiration of Term – December 31, 2017

Elected – Richard S. Masinton, CFO and Executive Vice President, Quinn Capital, LLC
Total Votes Cast for Mr. Masinton – 1,170,043
Total Number of Members Voting for Mr. Masinton – 287
Public Interest Director – No
Qualifications – Mr. Masinton has demonstrated experience in and knowledge of auditing and accounting, derivatives, financial management, organizational management, project development, and risk management practices.
Expiration of Term – December 31, 2017