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
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Date of Report (Date of Earliest Event Reported): |
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November 7, 2018 |
Federal Home Loan Bank of Topeka
(Exact name of registrant as specified in its charter)
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Federally Chartered Corporation |
000-52004 |
48-0561319 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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500 SW Wanamaker Road, Topeka, Kansas |
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66606 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: |
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785.233.0507 |
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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 November 13, 2018, the Federal Home Loan Bank of Topeka (FHLBank) declared elected the following individuals in FHLBank’s 2018 election of directors with terms commencing on January 1, 2019:
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Robert E. Caldwell, Vice President, NEBCO, Inc. (Independent Director) |
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Jane C. Knight, Retired, Director, HopeNet, Inc. (Public Interest Director) |
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Barry Lockard, President/CEO, Cornhusker Bank, Lincoln, Nebraska (Member Director) |
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Mark W. Schifferdecker, President and CEO, GNBank, Girard, Kansas (Member Director) |
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Douglas E. Tippens, Executive Vice President, BancFirst, Oklahoma City, Oklahoma (Member Director) |
Each director will serve a four-year term expiring December 31, 2022.
Ms. Knight and Messrs. Caldwell, Schifferdecker, and Tippens are incumbent directors with terms expiring on December 31, 2018. Ms. Knight currently serves as a member of the board’s Housing & Governance and Risk Oversight committees. Mr. Caldwell currently serves as the board’s vice chair, on the board’s Audit; Compensation, Human Resources & Inclusion; and Executive committees, and on the Council of FHLBanks. Mr. Schifferdecker currently serves as chair of the board’s Audit committee and serves on the Compensation, Human Resources & Inclusion; Executive; and Risk Oversight committees. Mr. Tippens currently serves on the board’s Compensation, Human Resources & Inclusion; Housing & Governance; and Operations committees. Mr. Lockard does not currently serve on FHLBank’s board. At the time of this filing there has been no determination on which committees any of the FHLBank directors may serve in 2019.
On October 4, 2018, FHLBank filed a Form 8-K announcing that Mr. Schifferdecker was deemed elected as a Member Director of FHLBank’s board. The Form 8-K filed by FHLBank on October 4, 2018, 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 2019 Board of Directors Compensation Policy, which will become effective on January 1, 2019, as reported in the Form 8-K filed on October 4, 2018, which is incorporated herein by reference.
Also on November 13, 2018, 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 7, 2018. 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
99.1 Message to FHLBank members dated November 13, 2018, announcing FHLBank’s election results.
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Message to FHLBank members dated November 13, 2018, 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.
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Federal Home Loan Bank of Topeka |
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November 13, 2018 |
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By: |
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/s/ Carl M. Koupal, III |
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Name: Carl M. Koupal, III |
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Title: FVP, Associate General Counsel, Director of Legal Services and Compliance, Corporate Secretary |
2018 Member and Independent Director Election Results
FHLBank Topeka (FHLBank) is pleased to announce the results of the 2018 Member and Independent Director Election. Elections for Member Directorships were conducted in Kansas, Nebraska, and Oklahoma and elections for two Independent Directorships were conducted district-wide. Please find the official report of election below. Five directors were elected to FHLBank’s board of directors:
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Robert E. Caldwell, Vice President, NEBCO, Inc. (Independent Director) |
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Jane C. Knight, Retired, Director, HopeNet, Inc. (Public Interest Director) |
Member Director Election
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Barry Lockard, President/CEO, Cornhusker Bank, Lincoln, Nebraska, (Member Director) |
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Mark W. Schifferdecker, President and CEO, GNBank, Girard, Kansas (Member Director) |
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Douglas E. Tippens, Executive Vice President, BancFirst, Oklahoma City, Oklahoma, (Member Director) |
Mr. Caldwell became a director of FHLBank in 2004. Mr. Caldwell, currently Director of Corporate Development at NEBCO, Inc., previously served as President of both WRK Real Estate and Development and Hampton Enterprises, Inc., as well as General Counsel for Linweld, Inc.
Ms. Knight became a director of FHLBank in 2004. Ms. Knight is Past President and a current director of HopeNet, Inc., which represents consumer and community interests by ministering to the community and offering comprehensive and professional services such as banking services, credit needs, housing or consumer financial protections. Ms. Knight previously served as Vice President of Site-Based Strategies for Kansas Big Brothers Big Sisters, as Director of Kansas Governor Graves’ Wichita Office, and as statewide Americans with Disabilities Act coordinator for the state of Kansas.
Mr. Schifferdecker became a director of FHLBank in 2011. Mr. Schifferdecker currently serves as President & CEO of GNBank in Girard, Kansas.
Mr. Tippens became a director of FHLBank in 2015. Mr. Tippens currently serves as Executive Vice President of BancFirst in Oklahoma City, Oklahoma.
Mr. Lockard is a new director. He currently serves as President/CEO of Cornhusker Bank in Lincoln, Nebraska.
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. 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. To be elected, Independent Directors are required to receive at least 20 percent of the number of votes eligible to be cast in the election. Mr. Caldwell and Ms. Knight each received the required number of votes to be elected, receiving 45.5 percent and 45.1 percent, respectively, of the votes eligible to be cast. Each of the directors-elect will serve four-year terms beginning January 1, 2019 and expiring on December 31, 2022.
Questions about director elections should be directed to Matt Koupal, FVP, Associate General Counsel, Director of Legal Services and Compliance, Corporate Secretary, at 785.478.8080, or matt.koupal@fhlbtopeka.com.
2018 Federal Home Loan Bank of Topeka
Member and Independent Director Election Results
Member Director Elections
Kansas
Elected – Mark W. Schifferdecker, President and CEO, GNBank, Girard, Kansas
Expiration of Term – December 31, 2022
Mr. Schifferdecker was deemed elected on October 4, 2018, because only one nominee, Mr. Schifferdecker, accepted the nomination for the one member directorship up for election in Kansas in 2018.
Nebraska
Total number of eligible votes: 808,359
Eligible voting members: 188
Total number of members voting: 145
Elected – Barry Lockard, President/CEO, Cornhusker Bank, Lincoln, Nebraska
Expiration of Term – December 31, 2022
Total number of votes cast for Mr. Lockard: 276,274
Karl J. Randecker, Jr., CEO/Director, First State Bank, Gothenburg, Nebraska
Total number of votes cast for Mr. Randecker: 166,760
Chris Hove, President/CEO, Nebraska Bank of Commerce, Lincoln, Nebraska
Total number of votes cast for Mr. Hove: 120,439
Debbie Newkirk, EVP/CFO, Director, Security National Bank of Omaha, Omaha, Nebraska
Total number of votes cast for Ms. Newkirk: 55,502
Oklahoma
Total number of eligible votes: 893,691
Eligible voting members: 200
Total number of members voting: 106
Elected – Douglas E. Tippens, Executive Vice President, BancFirst, Oklahoma City, Oklahoma
Expiration of Term – December 31, 2022
Total number of votes cast for Mr. Tippens: 239,341
Donald Abernathy, President & CEO, The Bankers Bank, Oklahoma City, Oklahoma
Total number of votes cast for Mr. Abernathy: 187,269
Bryan Cain, President, Security State Bank of Oklahoma, Wewoka, Oklahoma
Total number of votes cast for Mr. Cain: 129,174
Independent Director Elections
Tenth District
Total number of eligible votes per candidate: 2,886,421
Eligible voting members: 738
Elected – Robert E. Caldwell, Vice President, NEBCO, Inc.
Total Votes Cast for Mr. Caldwell: 1,314,319
Total Number of Members Voting for Mr. Caldwell: 315
Public Interest Director: No
Qualifications: Mr. Caldwell has demonstrated experience in and knowledge of auditing and accounting, financial management, organizational management, project development, risk management practices and the law.
Expiration of Term: December 31, 2022
Elected – Jane C. Knight, Retired, Director, HopeNet, Inc.
Total votes cast for Ms. Knight: 1,301,655
Total number of members voting for Ms. Knight: 300
Public Interest Director: Yes
Consumer or Community Interest Represented: Banking, Credit Needs, Housing and Consumer Financial Protections
Qualifications: Ms. Knight has served as a board member of HopeNet, Inc., for 19 years.
Expiration of Term: December 31, 2022