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 15, 2022

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 15, 2022, 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 2022 Election of Directors by stockholders of the Bank that concluded on November 9, 2022, to fill: (1) one Delaware Member Directorship; (2) one West Virginia Member Directorship; and (3) one Independent Directorship. The Bank received just one (1) nominee for the one (1) open Pennsylvania Member Director seat. Pursuant to Federal Housing Finance Agency Regulation at 12 C.F.R. 1261.8(c), since the number of nominees for Member Directorships in Pennsylvania was equal to the number of Member Directorships to be filled in this year’s election, no Pennsylvania Member Director election was held.

Following its review of the election results, the Governance Committee declared the following nominees elected (or re-elected as applicable) to serve 4-year terms on the Board, beginning January 1, 2023, and ending December 31, 2026:

Delaware Member Director

Blanche L. Jackson, CEO, Stepping Stones Community Federal Credit Union

Pennsylvania Member Director (Incumbent)

Jeane M. Vidoni, President & CEO, Penn Community Bank

West Virginia Member Director

H. Charles Maddy, III, CEO, Summit Community Bank

Independent Director (Incumbent)

Glenn R. Brooks, President, Leon N. Weiner & Associates, Inc.

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, 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, and the Independent Director will serve beginning in 2023.  Directors serving on the Bank's Board in 2023 will be eligible to receive compensation under the Bank's 2023 Directors’ Compensation Policy (“Policy”) once non-objection to the Policy is received from the Finance Agency.  

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 2021 Annual Report on Form 10-K filed with the SEC.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 15, 2022, the Governance Committee declared the voting results for the 2022 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 17, 2022, 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 17, 2022, 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated November 17, 2022, issued by the Bank

99.2 Notice to Members, dated November 17, 2022, regarding 2022 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 17, 2022	By:	/s/ Julie Spiker
		Name: Julie F. Spiker
		Title: General Counsel and Corporate Secretary

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 2022 Board Election

PITTSBURGH, Nov. 17, 2022 – The Federal Home Loan Bank of Pittsburgh (FHLBank) today announced the results of its 2022 election. Two new member directors from Delaware and West Virginia were elected, one incumbent member director was deemed to be reelected in Pennsylvania, and one independent director was reelected. These newly elected directors will begin their four-year terms on Jan. 1, 2023.

Newly Elected Directors

Delaware Member Director

From Delaware, one new member director was elected, Blanche L. Jackson, Chief Executive Officer, Stepping Stones Community Federal Credit Union (Stepping Stones). Located in Wilmington, Delaware, Stepping Stones is a low-income designated, minority depository institution and a Community Development Financial Institution (CDFI). Ms. Jackson has more than 20 years of experience in leading financial institutions, including ensuring access to affordable credit for members and adequacy and soundness of the credit union’s financial structure. She is also the Board Treasurer for Inclusiv, a certified CDFI intermediary, and previously worked at the Delaware State Police Federal Credit Union, where she became Executive Vice President. Ms. Jackson has a bachelor’s degree in finance from Wilmington University and has several certifications including Certified Chief Executive (CCE) – Credit Union Executive Society and Nationally Certified Compliance Officer (NCCO) – National Association of Federal Credit Union. Ms. Jackson was also recently elected to the Board of Directors of the Cooperative Credit Union Association (CCUA) which represents credit unions in Delaware, Massachusetts, New Hampshire and Rhode Island.

West Virginia Member Director

From West Virginia, one new member director was elected, H. Charles “Charlie” Maddy, III, CEO and Chairman of Summit Community Bank. Summit Community Bank operates 45 full-service banking locations in West Virginia, Virginia and Kentucky. Mr. Maddy is also President, Chief Executive Officerand a Board member of Summit Financial Group, Inc., headquartered in Moorefield, West Virginia. With more than 35 years of financial services experience, Mr. Maddy began his career as a staff accountant at Arnett & Foster. Since then, he has served in leadership roles for many financial organizations including the American Bankers Association, the West Virginia Bankers Association, and Community Bankers of West Virginia. Mr. Maddy also previously served on FHLBank Pittsburgh’s Board. He received his bachelor’s degree in business administration from Concord University and is a Certified Public Accountant.

Incumbent Directors Reelected

Pennsylvania Member Director

The reelected incumbent director is Jeane M. Vidoni, President and Chief Executive Officer, Penn Community Bank, Perkasie, Pennsylvania.

Independent Director

The reelected incumbent independent director is Glenn R. Brooks, President, Leon N. Weiner & Associates, Inc. located in Wilmington, Delaware.

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 2023 also includes: Barbara Adams, Pamela C. Asbury, Thomas Bailey, Romulo L. Diaz Jr., James V. Dionise, Angel L. Helm, Louise M. Herrle, Joseph W. Major, William C. Marsh, Brendan J. McGill, Thomas H. Murphy and Dr. Howard B. Slaughter Jr.

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 2022 Federal Home Loan Bank of Pittsburgh Director Election

The Federal Home Loan Bank of Pittsburgh (“FHLBank”) is pleased to announce the winners of the 2022 Board of Directors Election. There was one Member Directorship up for election in each of Delaware, Pennsylvania and West Virginia. In the district-wide Independent Director election, Delaware, Pennsylvania, and West Virginia members voted to reelect one incumbent Independent Director.

DELAWARE MEMBER DIRECTOR ELECTION

Delaware members voted to fill one expiring Delaware Member Directorship. The following individual was elected as a Delaware Member Director:

Blanche L. Jackson, CEO

Stepping Stones Community Federal Credit Union

603 N. Church St.

Wilmington, DE 19801

FHFA ID: 55590

Ms. Jackson shall serve a four-year term beginning on Jan. 1, 2023 and ending on Dec. 31, 2026. Of the 20 Delaware members eligible to vote in this election, 10 cast a ballot.

The total number of votes eligible to be cast for any one Delaware Member Director nominee in this election was 625,140. The following summary provides the number of votes cast for each nominee:

Nominee	Votes Cast
Blanche L. Jackson	335,812
David Gillan	183,007

PENNSYLVANIA MEMBER DIRECTOR ELECTION

The Bank received just one (1) nominee for the one (1) open Pennsylvania Member Director seat. Pursuant to Federal Housing Finance Agency Regulation at 12 C.F.R. 1261.8(c), since the number of nominees for Member Directorships in Pennsylvania was equal to the number of Member Directorships to be filled in this year’s election, no Pennsylvania Member Director election was held.

The following individual was deemed reelected as a Pennsylvania Member Director:

Jeane M. Vidoni, President & CEO

Penn Community Bank

219 S. 9th St.

Perkasie, PA 18944

FHFA ID: 5285

Ms. Vidoni shall serve a four-year term beginning on Jan. 1, 2023 and ending on Dec. 31, 2026.

WEST VIRGINIA

West Virginia members voted to fill one expiring West Virginia Member Directorship. The following individual was elected as a West Virginia Member Director:

H. Charles Maddy, III, CEO

Summit Community Bank

300 North Main St.

Moorefield, WV  26836

FHFA ID: 15864

Mr. Maddy shall serve a four-year term beginning on Jan. 1, 2023 and ending on Dec. 31, 2026. Of the 49 West Virginia members eligible to vote in this election, 39 cast a ballot.

The total number of votes eligible to be cast for any one West Virginia Member Director nominee in this election was 201,281. The following summary provides the number of votes cast for each nominee:

Nominee	Votes Cast
H. Charles Maddy, III	68,430
Nathaniel Bonnell	65,700
Timothy Aiken	37,149
Mark Mangano	16,306

INDEPENDENT DIRECTOR ELECTION

The FHLBank held a district-wide election for one Incumbent Independent Director to fill one expiring Independent Directorship. The following individual was reelected:

Glenn R. Brooks, President

Leon N. Weiner & Associates, Inc.

4 Denny Road

Wilmington, DE 19809

Mr. Brooks will serve a four-year term beginning on January 1, 2023 and ending on December 31, 2026. Of the 281 members district-wide eligible to vote in this election, 134 cast a ballot in the Independent Director election.

The total number of votes eligible to be cast for the Independent Director nominee in this election was 4,151,595. The following were the votes cast:

Nominee	Votes Cast
Glenn Brooks	2,085,175

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 December 31, 2021 for each open Directorship to be filled up to the applicable state average. Each Delaware member was eligible to vote their shares one time for one open Member Directorship. Each West Virginia member was eligible to vote their shares one time for one open Member Directorship. Delaware, Pennsylvania, and West Virginia members were eligible to vote their shares once for the Independent Director candidate.  

Nov. 17, 2022 | 22-109c

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Entity Registrant Name	Federal Home Loan Bank of Pittsburgh
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Entity Address, City or Town	Pittsburgh
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