0001331463-14-000196.txt : 20141024 0001331463-14-000196.hdr.sgml : 20141024 20141024161451 ACCESSION NUMBER: 0001331463-14-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20141021 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141024 DATE AS OF CHANGE: 20141024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Federal Home Loan Bank of Boston CENTRAL INDEX KEY: 0001331463 STANDARD INDUSTRIAL CLASSIFICATION: FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES [6111] IRS NUMBER: 046002575 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51402 FILM NUMBER: 141172535 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-292-9600 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 8-K 1 a8-kdirectorelections10x24.htm CURRENT REPORT, ITEM 5.02, 5.07, AND 9.01 8-K Director Elections (10-24-14)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) October 21, 2014
FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Federally chartered corporation
 
000-51402
 
04-6002575
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

800 Boylston Street, 9th Floor
Boston, MA 02199
(Address of principal executive offices, including zip code)
(617) 292-9600
(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))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2014, the board of directors (the Board) of the Federal Home Loan Bank of Boston (the Bank) declared certain individuals elected in the Bank’s 2014 election of directors (the Annual Director Election) with each term to begin January 1, 2015. The Board is constituted of member and independent directors who are elected by the Bank’s members, as discussed under Item 10— Directors, Executive Officers, and Corporate Governance of the Bank’s 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2014 (the 2013 Annual Report).
 
The Board declared the following individuals elected as member directors (collectively, the Member Directors-elect):

•
Gregory R. Shook, president and chief executive officer of Essex Savings Bank, Essex Connecticut, elected to fill a member directorship designated for the State of Connecticut for a two-year term ending December 31, 2016; and

•
Stephen R. Theroux, president and chief executive officer of Lake Sunapee Bank, Newport, New Hampshire, elected to fill a member directorship designated for the State of New Hampshire for a four-year term ending December 31, 2018.

In addition, after reviewing the results of the independent director election, the Board declared the following individuals elected as independent directors (together with the Member Directors-elect, the Directors-elect, each for a four-year term ending December 31, 2018):

•
Joan Carty, president and chief executive officer of Housing Development Fund, an incumbent director currently serving on the Board’s executive, housing and community development, and human resources and compensation committees, re-elected to fill an independent public interest directorship.

•
Patrick E. Clancy, former president and chief executive officer of The Community Builders and current independent affordable housing consultant and developer, an incumbent director currently serving on the Board’s housing and community development, risk, and ad hoc remediation committees, re-elected to fill an independent public interest directorship.

The Board has not yet determined on which committees the Directors-elect will serve in 2015.
 
These elections took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act of 1932 (the Act) and the related regulations of the Federal Housing Finance Agency (FHFA). For a description of the Bank’s director election process, see Item 10 — Directors, Executive Officers, and Corporate Governance of the 2013 Annual Report.

Pursuant to the FHFA’s regulations governing director elections, the Bank also requested nominations from its Vermont members in order to hold an election to fill the Vermont directorship that will become vacant on January 1, 2015, upon the expiration of the third consecutive term of the Bank’s current Vermont director, Peter F. Crosby. That nomination process did not result in any candidates for the Vermont directorship. Pursuant to FHFA regulations, such directorship will be deemed vacant as of January 1, 2015, and such vacancy will be filled by the Bank’s Board of Directors. The Board is in the process of identifying candidates from among the officers and directors of its Vermont members, and expects to fill the vacancy over the next few months.
 




The Bank is a cooperative and conducts business primarily with its members, who are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Act and FHFA regulations, the Bank may conduct business with members whose officers or directors serve on the Board, including:

•
extending credit in the ordinary course of business to such members, on market terms that are no more favorable to such members than the terms of comparable transactions with other members;

•
purchasing short- and long-term investments, at market rates, from such members or their affiliates;

•
placing consolidated obligations (the Bank’s primary source of debt to fund its activities) using underwriters and dealers that may be affiliates of such members;

•
entering into interest-rate-exchange agreements with such members or their affiliates as counterparties; and

•
providing affordable housing benefits in conjunction with such members, or affiliates of such members.

All of the foregoing transactions are made in the ordinary course of the Bank’s business and are subject to the same Bank policies as transactions with the Bank’s members, housing associates, and third parties generally. For further information, see Item 13 — Certain Relationships and Related Transactions, and Director Independence of the 2013 Annual Report. Pursuant to FHFA regulation, the Bank’s member directors, including the Member Directors-elect, serve as officers or directors of Bank members.
The Bank expects to compensate the Directors-elect in accordance with the 2015 Bank’s Director Compensation Policy (the 2015 Director Compensation Policy), which policy is discussed below under “The 2015 Director Compensation Policy.”

The 2015 Director Compensation Policy

On October 24, 2014, the Board adopted the 2015 Director Compensation Policy. Certain details of the 2015 Director Compensation Policy are set forth in the following table.





 
2015 Director Compensation
 
 
 
 
Fee per board meeting
 
 
Chair of the board
$
11,250

 
Vice chair of the board and committee chairs
9,450

 
All other board members
8,500

 



 
 
Fee per committee meeting (committee members only)
2,250

 
Fee per telephonic conference call meeting
1,500

 
 
 
 
Annual maximum fees
 
 
Chair of the board
85,000

 
Vice chair of the board and committee chairs
72,500

 
All other board members
65,000

 
 
 
 
Annual maximum for spouse/guest travel expenses (perquisites)*
 
 
Chair of the board
2,000

 
Vice chair of the board
2,000

 
All other board members, including committee chairs
1,000

**
 
 
 
Annual maximum compensation amounts, including fees and perquisites
 
 
Chair of the board
87,000

 
Vice chair of the board
74,500

 
Committee chairs
73,500

**
All other board members
66,000

**

*Costs paid/reimbursed by the Bank related to the attendance by a director’s spouse/guest at certain Bank or Federal Home Loan Bank System events.

**Directors who attend meetings of the Council of FHLBanks as a substitute for the Chair or Vice Chair may receive reimbursement for spouse/guest expenses relating to attendance at such meetings, even if such reimbursement, when combined with other spouse/guest expenses, would exceed these maximums.

The foregoing description of the 2015 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2015 Director Compensation Policy included herein as Exhibit 10.1 and incorporated herein by reference.
 
Directors are entitled to participate in the Bank's nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of his or her compensation.
 
Each director will be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with the performance of his/her duties. In addition, the Bank may pay expenses of a director’s spouse or guest for attendance at Bank or Federal Home Loan Bank System events, up to the maximum amounts specified above. Such amounts are considered taxable perquisites, absent unusual circumstances.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 




The Annual Director Election was conducted by mail. No in-person meeting of the members was held in connection with the Annual Director Election. On October 21, 2014, the day after the ballot receipt deadline, the Bank tallied the preliminary voting results for the Annual Director Election, which the Board declared final as described in Item 5.02 of this Current Report. Complete voting results are included in the Bank's two letters to its members dated October 24, 2014 attached as Exhibits 99.1 and 99.2 to this Current Report.

******************************************************************************

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

Exhibit Numbers:
10.1 2015 Director Compensation Policy
99.1: Letter to members reporting member director election results dated October 24, 2014.
99.2: Letter to members reporting independent director election results dated October 24, 2014.

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.
 

Date:
October 24, 2014
 
Federal Home Loan Bank of Boston
 
 
 
By:/s/ Frank Nitkiewicz
 
 
 
Frank Nitkiewicz
 
 
 
Executive Vice President and Chief Financial Officer







 EX-10.1 2 ex10-12015directorcompensa.htm DIRECTOR COMPENSATION POLICY EX. 10-1 2015 Director Compensatiom Policy


DIRECTOR COMPENSATION POLICY
TABLE OF CONTENTS

I.
 
Purpose:
1

II.
 
Scope:
1

III.
 
Policy Statement:
1

 
 
A. Board and Meeting Fees:
1

 
 
B. Maximum Fees:
2

IV.
 
Administration:
2

 
 
A. Roles and Responsibilities:
2

 
 
B. Governance:
2

 
 
C. Exception Management/Policy Interpretations:
2

V.
 
Applicable Laws and Regulations:
3

VI.
 
Related Policies; Procedures:
3

VII.
 
Policy History Log:
3






Director Compensation Policy
 
October 24, 2014



Director Compensation Policy
I.
Purpose:

The purpose of this policy is to set forth the compensation to be paid to the Board of Directors in 2015. The Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy set forth the circumstances under which the Bank will reimburse Directors for certain expenses incurred while on Bank business.
The goal of the Policy is to appropriately compensate the Directors for actual attendance and participation at the meetings of the Board of Directors and the committees of the Board and also for work performed on behalf of the Board of Directors and the Bank apart from such meetings.
The 2015 Director compensation set forth in this Policy, which is unchanged from the compensation paid in 2014 (as set forth in the Director Compensation Policy adopted by the Board in December 2013), was determined after a review of a comparative compensation study conducted by a third party with expertise in the compensation of directors (McLagan “Directors Compensation Analysis,” June 2013), as well as a review of the compensation paid to directors of other Federal Home Loan Banks in 2014.
II.
Scope:

This policy applies to all Directors of the Bank.
III.
Policy Statement:

A.
Board and Meeting Fees.

A fee of $8,500 per meeting shall be paid to all Directors who attend all or part of a meeting of the Board of Directors, except that a fee of $9,450 per meeting shall be paid to the chairs of all committees and to the vice chair of the Board and a fee of $11,250 per meeting shall be paid to the chair of the Board. This fee shall also be provided to any person elected by the Board to serve as chairman pro tempore or to the vice chair if the vice chair presides for an entire meeting of the Board. There are eight regularly scheduled meetings in 2015.
A fee of $2,250 per meeting shall be paid to all committee members, including ex officio members, who attend all or any part of any meeting of a committee of the Board.
A fee of $1,500 per meeting shall be paid to any Director for participation in telephonic conference call meetings or when participating by telephone for all or any part of a meeting in which the Director would be entitled to receive a meeting fee for in-person attendance at such meeting.
Fees shall be paid per meeting. For example, if a Board meeting and committee meeting occur on the same day, a separate fee shall be payable for attendance at each meeting. Additionally, in the case of a multi-day meeting, a separate fee shall be payable for each day's attendance at the same meeting.


Director Compensation Policy
1
October 24, 2014




In the event that inclement weather prevents the occurrence of a planned meeting of the Board or one of its committees, the Directors shall be entitled to receive the applicable meeting fee called for in the Policy, minus any fees received if an in-person meeting is changed to a telephonic meeting.
B.
Maximum Compensation.

The maximum director compensation for 2015 shall be as follows:
 
Maximum Fees
Maximum Spouse/guest expenses*
Total Maximum Compensation
Chair
$85,000
$2,000
$87,000
Vice Chair
$72,500
$2,000
$74,500
Committee Chairs
$72,500
     $1,000**
     $73,500**
Other Directors
$65,000
     $1,000**
     $66,000**

*Costs paid/reimbursed by the Bank related to the attendance by a director’s spouse/guest at certain Bank or FHLBank System events, consistent with the Directors Addendum to the Travel and Public Relations Policy, which provides that such amounts are taxable perquisites, absent unusual circumstances.
**Directors who attend meetings of the Council of FHLBanks as a substitute for the Chair or Vice Chair may receive reimbursement for spouse/guest expenses relating to attendance at such meetings, even if such reimbursement, when combined with other spouse/guest expenses, would exceed these maximums.
IV.
Administration:

A.
Roles and Responsibilities

(1)
Owner. The General Counsel shall be the owner of this Policy, responsible for maintaining this Policy.

(2)
Authorized Approver. The Board of Directors of the Bank shall be authorized to approve all changes to this Policy.

B.
Governance

(1)
Re-Adoption Frequency. The Governance/Government Relations Committee shall annually review this policy and shall submit its recommendation to the Board. The Board shall consider the recommendations of the Governance/ Government Relations Committee and shall approve the policy no later than required to allow for submission, review and approval of the Director of the Federal Housing Finance Agency (FHFA), if required, to ensure that directors are paid timely for the first regularly scheduled meeting of the Board in which the policy shall apply.

(2)
Review Frequency: The Owner of this Policy is expected to review this Policy annually.

C.
Exception Management/Policy Interpretations

The Board is authorized, in its sole discretion, to interpret the provisions of the policy and to address situations not anticipated or covered by this policy as it determines to be appropriate,


Director Compensation Policy
2
October 24, 2014




consistent with the requirements set forth in the regulations promulgated by the Federal Housing Finance Agency, if any.

V.
Applicable Laws and Regulations:

The following provisions of the Federal Home Loan Bank Act and FHFA Regulations are applicable to this Policy:
•
12 CFR Part 1261.20 - 24

VI.
Related Policies; Procedures

The following Bank policies cover subject matter that is related to this Policy:
•
Travel and Public Relations Policy

•
Directors Addendum to the Travel and Public Relations Policy

VII.
Policy History Log:

Date Approved
Purpose
Author
Approved by
12/16/2011
Annual Review
J. Authur
Board
12/21/2012
Annual Review and Policy reformatting into new format
J. Authur
Board
12/20/2013
Annual Review; incorporating compensation adjustments based on revised McLagan study
C. Pratt
Board
10/24/2014
Added language regarding purpose and methodology. Changed “maximum fee” provision to “maximum compensation,” and added a cap on spouse/guest expenses.
C. Pratt
Board




Director Compensation Policy
3
October 24, 2014


 EX-99.1 3 ex991memberdirectorelectio.htm MEMBER DIRECTOR ELECTION RESULTS EX 99.1 Member Director Election Results




October 24, 2014

TO:
Members of the Federal Home Loan Bank of Boston
 
 
 
 
SUBJECT:
Member Director Report of Election
 

The Federal Home Loan Bank of Boston is pleased to announce the results of the election of member directors for terms beginning January 1, 2015. The directors elected are indicated below.

CONNECTICUT

Number of Members Voting in Election (Total Ballots Received):
50

Total Number of Eligible Votes (Potential)
1,682,994


 
VOTES RECEIVED

Glenn I. MacInnes
373,641

Executive Vice President & CFO
 
Webster Bank, N.A.
 
Waterbury, CT 06702
 
 
 
John J. Patrick, Jr.
103,536

Chairman, President & CEO
 
Farmington Bank
 
Farmington, CT 06032
 
 
 
*Gregory R. Shook
727,806

President and CEO
 
Essex Savings Bank
 
Essex, CT 06426
 
 
 


NEW HAMPSHIRE

Number of Members Voting in Election (Total Ballots Received):
25

Total Number of Eligible Votes (Potential)
528,501

 
 
 
 
 

* Mr. Shook was elected to a two-year term expiring December 31, 2016.



 
VOTES RECEIVED

Kevin D. Miller
13,759

Executive Vice President & CFO
 
Profile Bank, FSB
 
Rochester, NH 03867
 
 
 
**Stephen R. Theroux
371,579

President & CEO
 
Lake Sunapee Bank, FSB
 
Newport, NH 03773
 
 
 
Richard E. Wyman, Jr.
52,731

Executive Vice President & CFO
 
Meredith Village Savings Bank
 
Meredith, NH 03253
 

VERMONT

Our nomination process in Vermont this year did not result in a candidate to stand for election. In this circumstance, Federal Housing Finance Agency regulations provide that the directorship will be deemed vacant as of January 1, 2015, and shall be filled by the Bank’s Board of Directors. We will notify all members of the identity of the new Vermont director promptly after the Board takes action to fill the directorship.


*****

We extend a special note of thanks to all our members who participated in this election process.

Sincerely,

/s/ Carol Hempfling Pratt

Carol Hempfling Pratt
Senior Vice President/General Counsel and Corporate Secretary













 
 
 
 
 

**Mr. Theroux was elected to a four-year term expiring December 31, 2018.

EX-99.2 4 ex992independentdirectorel.htm INDEPENDENT DIRECTOR ELECTION RESULTS EX 99.2 Independent Director Election Results



October 24, 2014


TO:
Members of the Federal Home Loan Bank of Boston
 
 
 
 
SUBJECT:
Independent Director Report of Election
 

The Federal Home Loan Bank of Boston is pleased to announce the results of the election of two independent directors, each for a term beginning January 1, 2015. The directors elected are indicated below.

DISTRICT ONE – NEW ENGLAND

Number of Members Voting in Election (Total Ballots Received)
221

Total Number of Eligible Votes per Position (Potential)
7,663,503

FHFA 20% Threshold Requirement
1,532,701



 
VOTES RECEIVED

* Joan Carty
4,160,901

President and CEO, Housing Development Fund, Inc.
Public Interest Director
 
 
 
* Patrick E. Clancy
4,044,627

Former President and CEO, The Community Builders, Inc.
 
Public Interest Director
 
 
 

 
We extend a special note of thanks to all our members who participated in this year’s election process.

Sincerely,

/s/ Carol Hempfling Pratt

Carol Hempfling Pratt
Senior Vice President/General Counsel and Corporate Secretary



 
 
 
 
 

* Ms. Carty and Mr. Clancy were elected to four-year terms expiring December 31, 2018.


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