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): July 30, 2020

FEDERAL HOME LOAN BANK OF CHICAGO

(Exact name of registrant as specified in its charter)

Federally chartered corporation	000-51401	36-6001019
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 East Randolph Drive Chicago, Illinois		60601
		(Zip Code)
(Address of principal executive offices)

(312) 565-5700

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

[  ]  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 July 30, 2020, Matthew R. Feldman, President and Chief Executive Officer (CEO) of the Federal Home Loan Bank of Chicago (Bank), notified the Bank’s Board of Directors (Board) that he intends to retire from the Bank, effective December 31, 2020. Mr. Feldman has served as the Bank’s CEO since May 2008.

The Board of Directors has named Michael A. Ericson as President and CEO, effective upon Mr. Feldman’s retirement. Mr. Ericson, 48, is currently serving as Executive Vice President and Chief Operating Officer of the Bank, a position he has held since January 2020. Prior to that, Mr. Ericson served as Executive Vice President and Group Head, Members and Markets of the Bank starting in 2014, Senior Vice President and Chief Risk Officer of the Bank starting in July 2008, and Executive Vice President starting in December 2008. Mr. Ericson joined the Bank in January 2005 as Senior Vice President of Accounting Policy and SEC Reporting.

Compensation relating to Mr. Ericson’s service as future President and CEO is being finalized and will be disclosed by the Bank when available.

Item 7.01 Regulation FD Disclosure.

Attached to this Current Report on Form 8-K is a copy of the Bank’s letter to its members, as Exhibit 99.1, and a copy of the Bank’s press release, as Exhibit 99.2, regarding the executive management changes described herein. The information being furnished pursuant to Item 7.01 of 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	Letter to Members dated August 4, 2020
99.2	Press Release dated August 4, 2020

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 CHICAGO
Date: August 4, 2020	By: /s/ Laura M. Turnquest
	Laura M. Turnquest        Executive Vice President, General Counsel and        Corporate Secretary

EX-99.1

Exhibit 99.1

August 4, 2020

To Our Members:

On behalf of the Board of Directors of the Federal Home Loan Bank of Chicago (FHLBank Chicago or Bank), today we are announcing a planned transition of the President and CEO leadership of our Bank. Matt Feldman, President and CEO, submitted his intention to retire effective December 31, 2020. The Board of Directors has accepted Matt’s plans for retirement and has appointed Michael Ericson, Chief Operating Officer, his successor effective January 1, 2021.

Matt’s tenure at the Bank has profoundly affected us all in many positive ways. He is an iconic, highly principled, and effective leader, and is greatly admired. His strong presence will be missed at our Bank, by our members, as well as the entire Federal Home Loan Bank System. Matt and Michael have worked alongside each other for many years and we are fortunate to be able to appoint Michael as the Bank’s next President and CEO. Michael’s vast knowledge of the Federal Home Loan Bank System and our Bank, his steadfast commitment to our employees and our members, and his strong management skill set uniquely qualify him to lead the Bank into our next great chapter.

We will ensure our transition in leadership is seamless without any disruption to our members, our operations, or the strong organizational culture we have built at the Bank.

For additional details on this announcement, please read our press release.

Please join me in congratulating Matt on his upcoming retirement and Michael on his new role as President and CEO. And, as always, thank you for your membership in the Federal Home Loan Bank of Chicago.

Best regards,

John Reinke

Chair of the Board of Directors

EX-99.2

Exhibit 99.2

For Immediate Release

Contact: Erin Kopecky, 312.833.5323

ekopecky@fhlbc.com

Federal Home Loan Bank of Chicago Announces Transition of

President and Chief Executive Officer

Chicago, Illinois (August 4, 2020) - The Federal Home Loan Bank of Chicago (FHLBank Chicago or Bank) today announced Matthew R. Feldman, President and Chief Executive Officer, has submitted his intention to retire effective December 31, 2020. Mr. Feldman has held his current position since May 2008, and has been with the Bank since September 2003.

The Board of Directors of FHLBank Chicago has accepted Mr. Feldman’s plans for retirement and has appointed Michael A. Ericson, Chief Operating Officer, Mr. Feldman’s successor effective January 1, 2021.

“I am honored to have been able to serve the Bank, our members, and their communities for so many years and to work alongside such a talented and committed group of colleagues,” said Mr. Feldman. “I am pleased that the Board has named Michael Ericson as my successor as I have worked closely with him for many years and have tremendous respect for his ability to lead this Bank into the future with the support of our excellent Executive Team, senior leadership, and Board of Directors.”

During his tenure, Mr. Feldman transformed the Bank to be mission driven, focusing on the needs of members in Illinois and Wisconsin and championing member directed community investment and economic development activities in the communities in which our members serve.

“On behalf of FHLBank Chicago’s Board of Directors, I would like to thank Mr. Feldman for his exceptional service to our members and the Federal Home Loan Bank System,” said John Reinke, Chair of the Board of Directors. “He is an iconic, highly principled, greatly admired leader who has profoundly affected us in many positive ways. The results of his longstanding leadership is an example of great stewardship for us all. We are fortunate to name Mr. Ericson, a member of Mr. Feldman’s team for many years, as our next President and CEO as he is uniquely qualified to lead our Bank into our next great chapter.”

Mr. Ericson was named Chief Operating Officer of the Bank in January 2020, and has been with FHLBank Chicago since January 2005 having previously served as Executive Vice President, Group Head, Members and Markets, as well as Executive Vice President, Chief Risk Officer. Mr. Ericson is a Fellow of The Daniel Burnham Fellowship of Leadership Greater Chicago.

“It is truly an honor to be able to serve the Bank and our members alongside colleagues that believe in and support the mission of the Bank, and I look forward to the opportunities that lie ahead,” said Mr. Ericson.

About the Federal Home Loan Bank of Chicago

The mission of the Federal Home Loan Bank of Chicago is to partner with our member institutions in Illinois and Wisconsin to provide them competitively priced funding, a reasonable return on their investment in the Bank, and support for community investment activities. FHLBank Chicago is one of 11 Federal Home Loan Banks chartered by the U.S. Congress in 1932 to promote homeownership. Our members include banks, thrifts, credit unions, insurance companies, and community development financial institutions throughout our District. To learn more about FHLBank Chicago, please visit fhlbc.com or follow @FHLBC on Twitter.

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