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): July 28, 2016

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.

Change in Control Plan and Named Executive Officer Severance Policy
On July 28, 2016, the Federal Housing Finance Agency (Finance Agency) informed the Federal Home Loan Bank of Topeka (FHLBank) of its non-objection to amendments to each of FHLBank’s Named Executive Officer (NEO) Severance Policy and its Change in Control Plan that served to amend the potential benefits that may be received by Patrick C. Doran upon a termination and upon a qualifying termination in connection with a change in control. Upon receipt of non-objection from the Finance Agency each amendment became effective.

On March 25, 2016, Patrick C. Doran was promoted from Senior Vice President to Executive Vice President. Consistent with the promotion, on June 23, 2016, the Compensation Committee of FHLBank’s Board of Directors (Board) approved a change to the benefits to be provided to Mr. Doran pursuant to FHLBank’s Change in Control Plan, subject to non-objection from the Finance Agency. The Change in Control Plan provides that, upon both a change in control (as defined in the Change in Control Plan) and the termination of a participant that qualifies as a Change in Control Termination (also as defined in the Change in Control Plan), a participant is entitled to a cash lump sum payment that, when combined with any amount payable under an FHLBank severance policy, equals a compensation multiplier times (i) the participant’s then annualized base salary, and (ii) an amount equal to the target Total Base Opportunity as reflected in FHLBank’s Executive Incentive Compensation Plan Targets document for the year in which the change in control occurs. Participants at Tier 1 are subject to a compensation multiplier of 2.99, participants at Tier 2 are subject to a compensation multiplier of 2.0, and participants at Tier 3 are subject to a compensation multiplier of 1.0. A participant is also eligible to receive the continuation of certain group health care benefits for a period of years equal to his or her compensation multiplier. The Compensation Committee of the Board approved Mr. Doran as a Tier 2 participant subject to a compensation multiplier of 2.0, consistent with the benefits under the Change in Control Plan provided to other Executive Vice Presidents. Prior to this change, Mr. Doran was categorized as a Tier 3 participant.

In addition, on June 24, 2016, the Board approved amendments to the NEO Severance Policy, subject to non-objection from the Finance Agency, to align Mr. Doran’s benefits under the NEO Severance Policy with the benefits provided to other Executive Vice Presidents of FHLBank. The NEO Severance Policy is intended to define the severance process to ensure effective and consistent support for specified senior executive officers (NEOs) leaving FHLBank, and states that FHLBank will provide Severance Pay (as defined in the NEO Severance Policy) and continuation of certain benefits if FHLBank terminates the NEO’s employment with or without cause, but subject to certain exceptions and the terms of the NEO Severance Policy. As amended, Mr. Doran is now entitled to severance pay equal to nine months of his final base salary if he is terminated and meets the requirements of the NEO Severance Policy. Prior to this amendment, under the NEO Severance Policy, Mr. Doran was eligible to receive six months of his final base salary as severance pay.

The foregoing description of the Change in Control Plan is qualified in its entirety by reference to the plan as described in and made part of FHLBank’s Annual Report on Form 10-K, filed with the SEC on March 10, 2016. The foregoing description of the NEO Severance Policy is qualified in its entirety by reference to a copy of the NEO Severance Policy, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits
10.1 Named Executive Officer Severance Policy, dated June 24, 2016

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
August 1, 2016	By:	/s/ Patrick C. Doran
		Name: Patrick C. Doran
		Title: EVP, General Counsel

Exhibit Index

Exhibit No.	Description
10.1	NEO Severance Policy

EX-10.1

NEO Severance Policy
June 24, 2016

Policy Information

Document Title:	NEO Severance Policy
Content Owner:	Director of Human Resources and Office
	of Minority and Women Inclusion (HR &
	OMWI)
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:	6/19/2015
Last POG Approval Date:	06/15/2016
Next Review Date:	06/2017

Introduction

This FHLBank Policy, governed by the board, establishes the process for providing severance benefits to Named Executive Officers (NEOs) of FHLBank (as defined in the SEC’s Regulation S-K (17 CFR 229.402(a)(3)).

Purpose

The purpose of this policy is to define the severance process to ensure effective and consistent support for NEOs leaving FHLBank.

Scope

This policy provides the process and framework for providing severance benefits.

General Guidelines

1. Eligibility.

An NEO is eligible for Severance Pay if FHLBank terminates the NEO’s employment with or without cause, other than as provided below. The availability or election of early retirement will not be considered in determining whether an NEO is eligible to receive Severance Pay, as defined below.

An NEO is not eligible for Severance Pay if:

a. The NEO voluntarily terminates employment (including termination as a result of disability or other failure to return from leave or death); or

b. The NEO’s employment is terminated by FHLBank for actions or inactions of the NEO which FHLBank reasonably concludes constitutes misconduct (misconduct being defined as an NEO willfully (1) failing to perform the duties of his or her position or (2) acting against the best interest of FHLBank (in the reasonable opinion of FHLBank), including, but not limited to, violation of FHLBank policies, insubordination, dishonesty, breach of trust, disclosure of confidential or proprietary information, violation of law or commission of an act of moral turpitude, failure to perform the function of his or her job or to demonstrate adequate efforts to successfully complete a performance plan, job abandonment, or excessive tardiness or absenteeism; provided that it shall not be considered misconduct if the NEO acted in good faith and in a manner such NEO reasonably believed to be in, or not opposed to, the best interests of FHLBank).

2. Amount of Severance Pay.

Provided the other requirements of this Policy are met, and if the NEO timely provides FHLBank an enforceable release waiving claims against FHLBank, on a form provided by FHLBank (a Separation Agreement), the NEO shall be eligible to receive Severance Pay equal to the following amount of the NEO’s final base salary as indicated for the NEO’s title (titles not specifically listed shall be paid the amount as the next lower (per FHLBank guidelines) ranking title specifically listed):

President & Chief Executive Officer	12 Months
COO & Senior Executive Vice President	9 Months
CRO & Executive Vice President	9 Months
GC & Executive Vice President	9 Months
CFO & Senior Vice President	6 Months

Severance Pay includes the following:

A. Salary Continuation:

For a period of months defined above, the NEO will continue to receive their regular salary, equal to the base salary received as of the separation date. These payments will be made in accordance with FHLBank’s current payroll cycle and subject to all appropriate withholding and taxation. These payments will be subject to the NEO’s continued adherence to the terms and provisions of the Separation Agreement and may be subject to reduction due to any payments the NEO may owe to FHLBank.

B. Incentive:

Any incentives to be paid to NEOs shall be paid in accordance with the Executive Incentive Compensation Plan.

C. Benefit Continuation:

For a period of months defined above, the NEO may elect to participate in FHLBank’s eligible benefit plans and pay solely the premium as though an active employee (note that this premium is subject to possible increase in FHLBank’s sole discretion). These payments will be deducted from the NEO’s severance benefit payments. FHLBank will pay the remainder of the COBRA coverage costs. An NEO will not receive any additional service credit pursuant to the defined benefit plan or the Benefit Equalization Plan as a result of salary or benefit continuation.

3. Policy Administration.

HR & OMWI is responsible for administering this Policy and decisions regarding eligibility and Severance Pay shall be in the sole discretion of the Director of HR & OMWI. This Policy does not give any NEO, or any person whosoever, the right to be retained in the service of FHLBank, and all employees shall remain subject to discharge to the same extent as if this policy had never been adopted. This Policy may be changed or ended at any time, with or without prior notice and for any reason at FHLBank’s sole and absolute discretion.

Exceptions/Violations

Exceptions may be provided by the board.

Policy Review

This policy shall be reviewed annually and revised as needed by the Director of HR & OMWI. Following such review, the policy shall be submitted for review and approval by the Policy Oversight Group. In the event of any revisions to this policy, such revisions shall be submitted for review and approval by the Compensation committee and the board.