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 18, 2020

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 of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
500 SW Wanamaker Road, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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 24, 2020, the Federal Home Loan Bank of Topeka (FHLBank) declared elected the following individuals in FHLBank’s 2020 election of directors with terms commencing on January 1, 2021:

• Milroy A. Alexander, MAA Consulting (Public Interest Independent Director)

• Lynn Jenkins Katzfey, LJ Strategies (Independent Director)

• L. Kent Needham, Chairman, President, and CEO, The First Security Bank, Overbrook, Kansas; (Member Director)

• Thomas H. Olson, Jr., Chairman and CEO, Points West Community Bank, Windsor, Colorado (Member Director)

Each director will serve a four-year term expiring December 31, 2024.

Ms. Katzfey and Messrs. Alexander, Needham, and Olson are incumbent directors with terms expiring on December 31, 2020. Ms. Katzfey currently serves on the board’s Audit and Housing and Governance committees. Mr. Alexander currently serves on the board’s Audit committee, Compensation, Human Resources and Inclusion committee, Executive committee, and is chair of the Housing and Governance committee. Mr. Needham currently serves on the board’s Audit, Executive, and Operations committee, and is chair of the Risk Oversight committee. Mr. Olson serves on the board’s Audit, Compensation, Human Resources and Inclusion, and Housing and Governance committees. At the time of this filing there has been no determination on which committees any of the FHLBank directors may serve in 2021.

On October 8, 2020, FHLBank filed a Form 8-K announcing that Mr. Olson was deemed elected as a Member Director of FHLBank’s board of directors. The Form 8-K filed by FHLBank on October 8, 2020, 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 2021 Board of Directors Compensation Policy, which will become effective on January 1, 2021. 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 2021 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 $112,500. The board chair is subject to a Maximum Annual Compensation of $142,500 and the board vice chair and those directors serving as committee chairs are subject to Maximum Annual Compensation of $122,500. 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 spouse/partner/significant other/family guest travel expenses that qualify as perquisites for one meeting per calendar year as designated by the chair of the board. Directors are also entitled to participate in FHLBank’s Benefit Equalization Plan, a non-qualified, unfunded deferred compensation plan, under which each director may defer all or a portion of his or her compensation.

The foregoing description of the 2021 Board of Directors Compensation Policy is qualified in its entirety by reference to the copy of the 2021 Board of Directors Compensation Policy attached hereto as Exhibit 10.1 and incorporated herein by reference.

Also on November 24, 2020, 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 18, 2020. 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 2021 Board of Directors Compensation Policy

99.1 Message to FHLBank members dated November 24, 2020, announcing FHLBank’s election results.

_________________

Exhibit Index  

Exhibit No.			Description
10.1 99.1			2021 Board of Directors Compensation Policy Message to FHLBank members dated November 24, 2020, 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 24, 2020	By:	/s/ Carl M. Koupal, III
		Name: Carl M. Koupal, III
		Title: FVP, Associate General Counsel, Director of Legal Services and Compliance, Corporate Secretary

EX-10.1

Exhibit 10.1

2021 BOARD OF DIRECTORS COMPENSATIONPOLICY

October 30, 2020

(Effective January 1, 2021)

Policy Information

Document Title:	2021 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, Human Resources and Inclusion)
Review Frequency:	Annually
Initial Effective Date:	01/01/2010
Last CEO Approval Date:	10/30/2020
Next Review Date:	10/2021

 

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

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

Position	Maximum Annual Compensation1
Chair of Board	$ 142,500
Vice Chair of Board	$ 122,500
Committee Chair	$ 122,500
Director	$ 112,500

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.

Directors may choose to defer compensation as further described in FHLBank’s Benefit Equalization Plan.

¹  In addition to the Maximum Annual Compensation, a director may also realize the benefit of reasonable spouse/partner/significant other/family 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.

 

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.

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, Human Resources and Inclusion committee (CHRIC) or, in the case of considering attendance by the chair of the CHRIC, an exception may be granted by the chair of the board.

Further, the chair of the CHRIC 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 CHRIC to reflect lesser performance at board or committee meetings during a given year. If the chair of the CHRIC 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 CHRIC 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 CHRIC 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.

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.

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 CHRIC and the board, which shall occur no less than annually.

 

EX-99.1

Exhibit 99.1

2020 Member and Independent Director Election Results

FHLBank Topeka (FHLBank) is pleased to announce the results of the 2020 Member and Independent Director Election. Elections for Member Directorships were conducted in Colorado and Kansas and elections for one Public Interest Independent Directorship and one Independent Directorship were conducted district-wide. Please find the official report of election below. Four directors were elected to FHLBank’s board of directors:

Independent Director Election

• Milroy A. Alexander, MAA Consulting (Public Interest Independent Director)

• Lynn Jenkins Katzfey, LJ Strategies (Independent Director)

Member Director Election

• L. Kent Needham, Chairman, President, and CEO, The First Security Bank, in Overbrook, Kansas (Member Director)

• Thomas H. Olson, Jr., Chairman and CEO, Points West Community Bank, in Windsor, Colorado (Member Director)

Mr. Alexander became a director of FHLBank in 2015. Mr. Alexander is a housing, financial and business consultant and formerly served as executive director and CEO of the Colorado Housing and Finance Authority.

Ms. Katzfey became a director of FHLBank in 2019. Ms. Katzfey is a partner at LJ Strategies and formerly served as Treasurer of the State of Kansas and was elected to serve five terms in the U.S. House of Representatives.

Mr. Needham became a director of FHLBank in 2013. He currently serves as Chairman, President, and CEO of The First Security Bank in Overbrook, Kansas.

Mr. Olson became a director of FHLBank in 2013. He currently serves as Chairman and CEO of Points West Community Bank in Windsor, Colorado.

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. Alexander and Ms. Katzfey received the required number of votes to be elected, receiving 39 and 40 percent, respectively, of the votes eligible

to be cast. Each of the directors-elect will serve four-year terms beginning January 1, 2021 and expiring on December 31, 2024.

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.

2020 FEDERAL HOME LOAN BANK OF TOPEKA

MEMBER AND INDEPENDENT DIRECTOR ELECTION RESULTS

MEMBER DIRECTOR ELECTIONS

Kansas

Total number of eligible votes per directorship: 701,660

Eligible voting members: 223

Total number of members voting: 124

Elected – L. Kent Needham, Chairman, President, and CEO, The First Security Bank, Overbrook, Kansas (Member Director)

Expiration of Term – December 31, 2024

Total number of votes cast for Mr. Needham: 356,463

Kelly R. Bauer, Executive Vice President and CFO, Fidelity Bank, N.A., Wichita, Kansas

Total number of votes cast for Mr. Bauer: 75,241

Colorado

Total number of eligible votes per directorship: 399,250

Eligible voting members: 109

Total number of members voting: N/A

Elected – Thomas H. Olson, Jr., Chairman and CEO, Points West Community Bank, Windsor, Colorado (Member Director)

Expiration of Term – December 31, 2024

Mr. Olson was deemed elected on October 8, 2020, because only one nominee, Mr. Olson accepted the nomination for the one member directorship up for election in Colorado in 2020.

INDEPENDENT DIRECTOR ELECTION

Tenth District

Total number of eligible votes per directorship: 2,790,506

Eligible voting members: 709

Elected – Milroy A. Alexander, MAA Consulting

Total Votes Cast for Mr. Alexander: 1,077,699

Total Number of Members Voting for Mr. Alexander: 244

Public Interest Director: Yes

Qualifications: Mr. Alexander has demonstrated experience in representing consumer and community interest in banking and housing, credit needs, housing and consumer financial protections.

Expiration of Term: December 31, 2024

Elected – Lynn Jenkins Katzfey, LJ Strategies

Total Votes Cast for Ms. Katzfey: 1,113,813

Total Number of Members Voting for Ms. Katzfey: 256

Public Interest Director: No

Qualifications: Ms. Katzfey has demonstrated experience in and knowledge of auditing and accounting, financial management, organizational management, project development, and the law.

Expiration of Term: December 31, 2024