8-K/A

 

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

FORM 8-K/A

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 22, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

On October 27, 2017, the Federal Home Loan Bank of Topeka (FHLBank) announced that four individuals were elected as directors of FHLBank beginning January 1, 2018. At the time of such report, FHLBank had not yet received non-objection from the Federal Housing Finance Agency (FHFA) for its 2018 Board of Directors Compensation Policy. On November 22, 2017, the FHFA informed FHLBank of its non-objection to FHLBank’s 2018 Board of Directors Compensation Policy.

FHLBank will compensate its directors pursuant to FHLBank’s 2018 Board of Directors Compensation Policy, which will become effective on January 1, 2018. 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 for their time while serving as directors through the payment of fees that are intended to compensate directors for their time preparing for and attending board and committee meetings and fulfilling the other obligations of a director of FHLBank. The 2018 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 $103,750. The board chair is subject to a Maximum Annual Compensation of $133,750 and the board vice chair and those directors serving as committee chairs are subject to Maximum Annual Compensation of $113,750. 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 receive one quarter of the Maximum Annual Compensation following the end of each calendar quarter. 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. Directors may realize the benefit of reasonable spousal or guest travel expenses that qualify as perquisites for one meeting per calendar year as designated by the chair of the board.

The foregoing description of the 2018 Board of Directors Compensation Policy is qualified in its entirety by reference to the copy of the 2018 Board of Directors Compensation Policy attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 2018 Board of Directors Compensation Policy.

Exhibit Index

Exhibit No.	Description
10.1	2018 Board of Directors Compensation Policy

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 29, 2017	By:	/s/ Patrick C. Doran
		Name: Patrick C. Doran
		Title: EVP, Chief Compliance Officer and General Counsel

EX-10.1

2018 Board of Directors Compensation Policy
October 27, 2017
(Effective January 1, 2018)

Policy Information

Document Title:	2018 Board of Directors Compensation Policy
Content Owner:	Director of Human Resources and Inclusion (HRI)
Certification of Compliance Contact:	N/A
Policy Category:	FHLBank Policy
FHLBank-Level Approver:	President and Chief Executive Officer (CEO)
Board-Level Approver:	Full Board (Compensation)
Review Frequency:	Annually
Initial Effective Date:	01/01/2010
Last CEO Approval Date:	10/03/2017
Next Review Date:	10/2018

Introduction

This FHLBank Policy (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.

Policy

1. Compensation. The Maximum Annual Compensation for FHLBank directors shall be as follows:

Position	Maximum Annual Compensation1
Chair of Board	$	133,750
Vice Chair of Board	$	113,750
Committee Chair	$	113,750
Director	$	103,750

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.

In order to compensate directors for their time while serving as directors, a director shall receive one quarter of the Maximum Annual Compensation following the end of each calendar quarter. The payment is intended to compensate directors for their time preparing for and attending board and committee meetings and fulfilling the other obligations of a director of FHLBank. In the event that a director serves on the board for only a portion of a calendar year, or only serves as chair of the board, vice chair of the board, or a committee chair for a portion of a calendar year, then the Maximum Annual Compensation to which the director is entitled for that calendar year shall be adjusted accordingly on a pro-rata basis (to be calculated based on the number of days the director served on the board during the calendar year).

The Maximum Annual Compensation amounts are based on an evaluation of McLagan market research data, including the appropriate peer group and peer positioning, 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.

Peer Group. The FHLBank’s peer group is defined by organizations with which the FHLBank competes for business and/or talent. The primary peer group for FHLBank’s directors is U.S. banks with assets of $10 billion to $20 billion, representing banks, like FHLBank, subject to enhanced regulatory requirements including incentive compensation requirements under Section 956 of the Dodd-Frank Act. FHLBank also reviews director compensation of other FHLBanks, Fannie Mae, Freddie Mac and Office of Finance for reference points when evaluating director compensation, but does not consider such entities part of the peer group.

Pay Positioning. FHLBank will consider the 25^th, 50^th and 75^th percentiles when establishing director compensation. However, FHLBank will generally compensate directors between the 25^th and 50^th percentile of the market data.

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.

If it is determined at the end of the calendar year that a director has attended less than 75 percent of the meetings of the board and the meetings of the committees to which the director is assigned (including any meetings held via conference call), combined, during such year, the director will not receive the one quarter of the Maximum Annual Compensation scheduled to be paid for the fourth quarter of such calendar year. Participation via conference call will not count as attendance for in person meetings of the board or a committee. Exceptions to this paragraph may be granted by the chair of the Compensation committee or, in the case of considering attendance by the chair of the Compensation committee, an exception may be granted by the chair of the board.

Further, 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 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 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.

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 HRI. Following such review, the Policy shall be submitted for review by the Executive Team and approval by the President and CEO. 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.

¹ In addition to the Maximum Annual Compensation, a director may also realize the benefit of reasonable spousal or guest travel expenses that qualify as perquisites as set forth in the Directors and Executive Officers Travel Policy, for one meeting per calendar year, as designated by the chair of the board.