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 16, 2021

Federal Home Loan Bank of Pittsburgh

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation	000-51395	25-6001324
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
601 Grant Street, Pittsburgh, Pennsylvania		15219
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 412-288-3400

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
—	—	—

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 16, 2021, the Governance and Public Policy Committee (“Governance Committee”) of the Federal Home Loan Bank of Pittsburgh (“Bank”) Board of Directors (“Board”), as authorized by the Bank’s Board, reviewed the results of the 2021 Election of Directors by stockholders of the Bank that concluded on November 10, 2021, to fill: (1) two Pennsylvania Member Directorships; (2) one Public Interest Independent Directorship; and (3) one Independent Directorship. There were no open West Virginia or Delaware Member Directorships during this election.  

Following its review of the election results, the Governance Committee declared the following nominees elected to serve 4-year terms on the Board, beginning January 1, 2022, and ending December 31, 2025:

 
Pennsylvania Member Directors

Joseph W. Major, Chairman & CEO, The Victory Bank

Thomas Bailey, President & CEO, Brentwood Bank

Independent Directors

Barbara Adams (Public Interest Director), Director, FS KKR Capital Corp.

Thomas H. Murphy, CIO, University of Pennsylvania

Ms. Adams has met the qualifications set forth in 12 C.F.R. §1261.7 to serve as a Public Interest Independent Director. Mr. Murphy has met the qualifications set forth in 12 C.F.R. §1261.7 to serve as an Independent Director.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by the Bank announcing the above results of the election.  The election of the Member Directors, the non-member Public Interest Independent Director and the Independent Director took place in accordance with the terms of the Federal Home Loan Bank Act and Federal Housing Finance Agency (“Finance Agency”) Regulations.  No in-person meeting of the members was held.  The Board has not yet determined on which committees the Member Directors, the Public Interest Independent Director and the Independent Director will serve beginning in 2022.  Directors serving on the Bank's Board in 2022 are eligible to receive compensation under the Bank's 2022 Directors’ Compensation Policy (“Policy”), when non-objection to the Policy is received from the Finance Agency, up to the following amounts:  (1) $142,500 for the Chair of the Board; (2) $122,500 for the Vice Chair of the Board and for each Committee Chair; and (3) $112,500 for each of the other Directors.

The Bank is a cooperative and, as such, most of the Bank’s business is conducted with its members.  In the normal course of its business, the Bank extends credit to, and transacts other business with, members whose officers or directors may serve as Member Directors of the Bank.  It is the Bank’s policy to extend credit to, and transact other business with, members having directors or officers serving on the Bank’s Board on terms and conditions that are no more favorable than the terms and conditions of comparable transactions with similarly situated members having no Board representation.  In addition, the Bank may have transactions with Independent Directors as well.  For further information regarding such transactions, including information regarding related person transactions as defined in 17 C.F.R. §229.404(a), see Item 13 of the Bank’s 2020 Annual Report on Form 10-K filed with the SEC.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 16, 2021, the Governance Committee declared the voting results for the 2021 election as described above in Item 5.02 of this Current Report on Form 8-K.  Complete voting results are included in the Bank's notice to members, dated November 18, 2021, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

Attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K are copies of the Bank’s press release and the Bank’s notice to members dated, November 18, 2021, both described above.  The information being furnished pursuant to Item 7.01 on this Current

Report on Form 8-K and the information contained in Exhibits 99.1 and 99.2 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 liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press Release, dated November 18, 2021, issued by the Bank

99.2 Notice to Members, dated November 18, 2021, regarding 2021 Director Election

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE(S)

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 Pittsburgh
November 18, 2021	By:	/s/ Julie Spiker
		Name: Julie Spiker
		Title: General Counsel, Corporate Secretary and Ethics Officer

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Eric M. Slomer, FHLBank Pittsburgh, 412-288-7694, eric.slomer@fhlb-pgh.com

FHLBank Pittsburgh Announces Results in 2021 Board Election

PITTSBURGH, Nov. 18, 2021 – The Federal Home Loan Bank of Pittsburgh (FHLBank) today announced the results of its recent election. Two new member directors for Pennsylvania and one new public-interest independent director were elected. One incumbent independent director was also re-elected. All four will serve four-year terms beginning Jan. 1, 2022.

Pennsylvania Member Directors

Two new member directors have been elected, Thomas Bailey of Brentwood Bank and Joseph W. Major of the Victory Bank.

Thomas Bailey is the current President and CEO of Brentwood Bank. Prior to assuming the CEO title, Mr. Bailey was the Bank’s CFO. Mr. Bailey serves as a Federal Delegate representing Pennsylvania in the Independent Community Bankers of America and is also an active member and Director of the Pennsylvania Association of Community Bankers (PACB). He previously served as the PACB Chairman from 2008 to 2009. Mr. Bailey received his bachelor’s degree in economics from the University of Pittsburgh and holds various banking certificates.

Joseph W. Major is the Founder, Chairman of the Board and CEO of The Victory Bank. Mr. Major formerly served as the President and CEO of Patriot Bank Corporation and Patriot Bank, and as President of Vartan National Bank. Mr. Major also served as a director of The First National Bank of Liverpool and a director of ETA, a bank data processing service bureau. In addition to his undergraduate degree in business, Mr. Major holds a JD from the University of Akron and is an honor graduate of the American Bankers Association Stonier Graduate School of Banking.

Independent Directors

Barbara Adams has been elected as a public interest independent director. Ms. Adams serves on the board of directors of FS KKR Capital Corp. (a successor by merger to FSIC II, FSIC III and FSIC IV); Ms. Adams also served on those boards. Ms. Adams previously served as the Executive Vice President – Legal Affairs and General Counsel of the Philadelphia Housing Authority and was General Counsel of the Commonwealth of Pennsylvania. Ms. Adams is a charter member of the Forum on Affordable Housing and Community Development Law of the American Bar Association, as well as a Fellow of the American Academy of Housing and Communities. Ms. Adams is a graduate of Temple University School of Law and a graduate of Smith College.

Thomas Murphy, Chief Information Officer (CIO) at the University of Pennsylvania, was re-elected as an independent director. Mr. Murphy has served on FHLBank’s Board since Nov. 2016. He currently serves as Chair of the Board’s Operational Risk Committee.

Other Directors Serving on the FHLBank Pittsburgh Board of Directors

In addition to the elected directors listed above, FHLBank Pittsburgh’s Board of Directors for 2022 includes the following members: Pamela C. Asbury, Glenn R. Brooks, Romulo L. Diaz Jr., James V. Dionise, Angel L. Helm, Louise M. Herrle, William C. Marsh, Brendan J. McGill, Lynda A. Messick, Bradford E. Ritchie, Dr. Howard B. Slaughter Jr. and Jeane M. Vidoni.

About FHLBank Pittsburgh

FHLBank Pittsburgh provides reliable funding and liquidity to its member financial institutions, which include commercial and savings banks, community development financial institutions, credit unions and insurance companies in Delaware, Pennsylvania and West Virginia. FHLBank products and resources help support community lending, housing and economic development. As one of 11 Federal Home Loan Banks established by Congress, FHLBank has been an integral and reliable part of the financial system since 1932. Learn more by visiting www.fhlb-pgh.com.

# # #

EX-99.2

Results of 2021 Federal Home Loan Bank of Pittsburgh Director Election

The Federal Home Loan Bank of Pittsburgh (FHLBank) is pleased to announce the winners of the 2021 Board of Directors Election. Pennsylvania members elected two Member Directors. In the district-wide Independent Director election, Delaware, Pennsylvania and West Virginia members voted to elect one Independent Public Interest Director and one Independent Director.

PENNSYLVANIA MEMBER DIRECTOR ELECTION

Pennsylvania members voted to fill two expiring Pennsylvania Member Directorships. The following individuals were elected as Pennsylvania Member Directors:

Joseph W. Major

Chairman & CEO

The Victory Bank

548 N. Lewis Road

Limerick, PA 19468

FHFA ID: 54245

Thomas Bailey

President & CEO

Brentwood Bank

411 McMurray Road, Suite 200

Bethel Park, PA 15102

FHFA ID: 587

Messrs. Major and Bailey shall each serve four-year terms beginning on Jan. 1, 2022, and ending on Dec. 31, 2025. Of the 212 Pennsylvania members eligible to vote in this election, 125 cast a ballot.

The total number of votes eligible to be cast for any one Pennsylvania Member Director nominee in this election was 4,051,648. The following summary provides the number of votes cast for each nominee:

Nominee	Votes Cast
Joseph W. Major	1,909,646
Thomas Bailey	1,369,492
Patricia A. Husic	1,356,956
James M. Bone, Jr.	705,514

Nov. 18, 2021 | 21-154c

INDEPENDENT DIRECTOR ELECTION

FHLBank held a district-wide election for one Public Interest Independent Director and one Independent Director to fill two expiring Independent Directorships. The following individuals were elected:

Barbara Adams

(FHLBank Public Interest Director)

Director, FS KKR Capital Corp.

Thomas H. Murphy

CIO, University of Pennsylvania

Ms. Adams and Mr. Murphy will each serve a four-year term beginning on Jan. 1, 2022, and ending on Dec. 31, 2025. Of the 281 members district-wide eligible to vote in this election, 141 cast a ballot in the Independent Director election.

The total number of votes eligible to be cast for each Independent Director nominee in this election was 4,978,281. The following were the votes cast:

Nominee	Votes Cast
Barbara Adams (Public Interest Director)	2,971,724
Thomas H. Murphy	2,833,441

Please note that pursuant to Federal Housing Finance Agency regulation, members who vote do so by casting all of their shares of FHLBank stock that they were required to hold as of Dec. 31, 2020, for each open Directorship to be filled up to the applicable state average. Each Pennsylvania member was eligible to vote their shares one time for each of the two open Pennsylvania Member Directorships and once for each of the Independent Director candidates. Delaware and West Virginia members were eligible to vote their shares once for each of the Independent Director candidates.

Nov. 18, 2021 | 21-154c

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Cover [Abstract]
Document Type	8-K
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Entity Registrant Name	Federal Home Loan Bank of Pittsburgh
Entity Central Index Key	0001330399
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Entity Tax Identification Number	25-6001324
Entity Address, Address Line One	601 Grant Street
Entity Address, City or Town	Pittsburgh
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City Area Code	412
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