8-K

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 24, 2016

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

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.

Departure of Director

On October 24, 2016, director Michael R. Tuttle notified the Federal Home Loan Bank of Boston (the Bank) that upon the closing of the pending acquisition (the Acquisition) by Community Bank System, Inc. of Merchants Bancshares, parent company of Merchants Bank, a Vermont member of the Bank, Merchants Bank will cease to exist as a separately chartered institution. As a result, Mr. Tuttle will no longer be a director of Merchants Bank. The Acquisition, which is pending regulatory and shareholder approvals, is expected to close in the second quarter of 2017.

The Bank’s expectation is that if the Acquisition is successfully consummated, Mr. Tuttle will no longer meet the eligibility requirements to serve as a member director representing the State of Vermont. In that case, the directorship held by Mr. Tuttle, which was allocated to the State of Vermont by the Federal Housing Finance Agency (FHFA), will become immediately vacant by operation of FHFA regulation.  Consistent with FHFA regulation and the Bank’s by-laws, the Bank’s board of directors (the Board) would fill the unexpired term of the vacant directorship with an officer or director of a member institution with its principal place of business located in Vermont. 

Election of Directors

On October 28, 2016, the Board declared certain individuals elected, or deemed elected, in the Bank’s 2016 election of directors (the Annual Director Election), each with a term to begin January 1, 2017 and end December 31, 2020. 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2016 (the 2015 Annual Report).

The Board declared the following individuals elected as member directors (the Member Directors-elect):

• Gregory R. Shook, president and chief executive officer of Essex Savings Bank, Essex, Connecticut (a Bank member), an incumbent director currently serving on the Board’s Risk and Finance Committees. Mr. Shook was re-elected to fill a member directorship designated for the State of Connecticut; and

• John F. Treanor, a director of The Washington Trust Company, Westerly, Rhode Island (a Bank member), an incumbent director currently chairing the Board’s Finance Committee and serving on its Executive, Audit and Governance/Government Relations Committees. Mr. Treanor was re-elected to fill a member directorship designated for the State of Rhode Island.

Since Mr. Shook was the only nominee for the Connecticut member directorship, the Bank issued a Current Report on Form 8-K on September 16, 2016 (after the nomination period closed), announcing that Mr. Shook had been “deemed” elected, as provided in applicable FHFA regulations.

In addition to the Member Directors-elect, 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):

• Andrew J. Calamare, president of The Co-operative Central Bank, Boston, Massachusetts, an incumbent director currently serving as the chairman of the Board and its Executive Committee;

• Antoinette Lazarus, chief compliance, privacy and anti-money laundering officer of Landmark Partners, Simsbury, Connecticut, a newly elected independent director; and

• Jay F. Malcynsky, president and managing partner of Gaffney, Bennett & Associates, Inc., New Britain, Connecticut, an incumbent director currently chairing the Board’s Governance/Government Relations Committee and serving on the Executive, Audit, Human Resources and Compensation, and Ad Hoc Remediation Committees.

The Board has not yet determined on which committees the Directors-elect will serve in 2017.

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 FHFA. For a description of the Bank’s director election process, see Item 10 — Directors, Executive Officers, and Corporate Governance of the 2015 Annual Report.

The Bank is a cooperative and conducts business primarily with its members, which 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;

• 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 2015 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 2017 Director Compensation Policy

On October 28, 2016, the Board approved the 2017 Director Compensation Policy (the 2017 Director Compensation Policy), pursuant to which the Bank expects to compensate its directors for 2017, including the Directors-elect.

Summary. The 2017 Director Compensation Policy provides for fees paid for attendance at board and committee meetings and retainers paid in arrears at the end of each quarter. The policy provides for maximums on total director compensation and potential reduction based on attendance and performance.

Attendance Fees. The following table sets forth the attendance fees.

	Per Board Meeting	Per Committee Meeting	Telephonic Attendance	Maximum Attendance Fees
Chair	$11,000	$2,250	$1,500	$85,000
Vice Chair and Committee Chairs	$9,000	$2,250	$1,500	$70,000
Other Directors	$8,000	$2,250	$1,500	$65,000

Quarterly Retainers. The following table sets forth the quarterly retainers.

	Quarterly Retainer	Annual Retainer
Chair	$10,000	$40,000
Vice Chair and Committee Chairs	$8,750	$35,000
Other Directors	$7,500	$30,000

Maximum Compensation. The following table sets forth maximum director compensation.

	Maximum Attendance Fees	Maximum Retainer	Total Maximum Compensation
Chair	$85,000	$40,000	$125,000
Vice Chair and Committee Chairs	$70,000	$35,000	$105,000
Other Directors	$65,000	$30,000	$95,000

The Bank will also pay/reimburse directors for reasonable expenses related to the directors’ attendance at Board meetings.

Reduction in Compensation Based on Attendance and Performance. The Board may vote to reduce or eliminate a director’s final quarterly retainer payment if (i) the director has not attended at least 75% of all regular and special meetings of the Board and the committees on which the director served during the year, or (ii) the Board determines the director has consistently demonstrated a lack of engagement and participation in meetings attended.

The foregoing description of the 2017 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2017 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.

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 25, 2016, 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 28, 2016 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: 2017 Director Compensation Policy

99.1: Letter to members reporting member director election results dated October 28, 2016.

99.2: Letter to members reporting independent director election results dated October 28, 2016.

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 28, 2016	Federal Home Loan Bank of Boston
		By:/s/ Brian G. Donahue
		Brian G. Donahue
		Senior Vice President, Controller and Chief Accounting Officer

EX-10.1

Director Compensation Policy - 2017

Table of Contents

I.	Purpose:	1
II.	Scope:	1
III.	Policy Statement:	1
	A. Methodology:	1
	B. Board and Committee Meeting Fees:	1
	C. Quarterly Retainer	2
	D. Maximum Compensation	2
	E. Reduction in Compensation based on Attendance and Performance	3
IV.	Administration:	3
	A. Roles and Responsibilities:	3
	B. Governance:	3
	C. Exception Management/Policy Interpretations:	3
V.	Applicable Laws and Regulations:	3
VI.	Related Policies; Procedures:	3
VII.	Policy History Log:	4

Director Compensation Policy October 28, 2016

Director Compensation Policy - 2017

I. Purpose:

The purpose of this policy is to set forth the compensation to be paid to the Board of Directors of the Federal Home Loan Bank of Boston (the “Bank”) in 2017. 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.

II. Scope:

This policy applies to all Directors of the Bank.

III. Policy Statement:

A. Methodology.

The 2017 Director compensation set forth in this Policy was determined after a review of a comparative compensation study conducted by a third party with expertise in the compensation of directors conducted in May 2015, a review of the compensation paid to directors of other Federal Home Loan Banks, and a consideration of other factors, including the Bank’s condition, the time and expertise required to be an effective Bank director, and the level of compensation deemed to be necessary and appropriate to allow the Bank to recruit and retain highly qualified directors and compensate them for the time required in performing their duties.

B. Board and Committee Meeting Fees.

In order to compensate Directors for their time attending meetings, each Director who attends a meeting of the Board of Directors or a Board Committee shall be paid an attendance fee, based on the responsibilities of the Director as set forth below:

	Per Board Meeting 1	Per Committee Meeting 1	Telephonic Attendance 2	Maximum Attendance Fees
Chair	$11,000	$2,250	$1,500	$85,000
Vice Chair and Committee Chairs	$9,000	$2,250	$1,500	$70,000
Other Directors	$8,000	$2,250	$1,500	$65,000

¹ Applies to attendance at all or part of (i) Board and Committee meetings held in person and (ii) full telephonic Board and Committee meetings to be held in January and July, 2017.

² Applies to all telephonic meetings other than those to be held in January and July 2017, and to participation by telephone at in-person meetings for which a Director would be entitled to compensation if attending in person.

Director Compensation Policy 1 October 28, 2016

Committee meeting attendance fees apply to all committee members, including ex officio members, who attend all or any part of any meeting of a committee of the Board. Directors will not be compensated for attendance at a meeting of a committee on which the Director is not a member.

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.

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.

C. Quarterly Retainer.

In order to compensate Directors for their time while serving as Directors outside of normal Committee and Board meetings, Directors shall receive a quarterly retainer, payable in arrears at the end of each quarter. The retainer shall compensate Directors for their time preparing for meetings, attending Advisory Council meetings, attending Bank System meetings, Board training sessions, strategic planning meetings, and member events, and other activities outside of normal Board and Board Committee meetings. The amount of the quarterly retainer varies depending on the responsibilities of the director as set forth below:

	Quarterly Retainer	Annual Retainer
Chair	$10,000	$40,000
Vice Chair and Committee Chairs	$8,750	$35,000
Other Directors	$7,500	$30,000

D. Maximum Compensation.

The maximum director compensation for 2017 shall be as follows:

	Maximum Attendance Fees	Maximum Retainer	Total Maximum Compensation
Chair	$85,000	$40,000	$125,000
Vice Chair and Committee Chairs	$70,000	$35,000	$105,000
Other Directors	$65,000	$30,000	$95,000

The Bank will also pay/reimburse Directors for expenses related to the Directors’ attendance at board meetings pursuant to the Bank’s Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy. The Bank will not pay for or reimburse the expenses of a Director’s spouse/guest accompanying the Director to Board meetings, other than the cost of the food and beverages of a Director’s spouse/guest who attends the Bank’s corporate officer holiday party as an invited guest.

Director Compensation Policy 2 October 28, 2016

E. Reduction in Compensation based on Attendance and Performance.

The Board may, at its December meeting, vote to reduce or eliminate a Director’s final quarterly retainer payment if (i) the Director has not attended (in person or by telephone) at least 75% of all regular and special meetings of the Board and the Committees on which the Director served during the year (adjusted as appropriate for partial year of service), or (ii) the Board, in its discretion, determines that the Director has consistently demonstrated a lack of engagement and participation in meetings attended.

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, 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

Director Compensation Policy 3 October 28, 2016

• Directors Addendum to 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
10/26/2015	Adjusted compensation for 2016. Reduced meeting fees, eliminated spousal expenses and added retainer component, with possible reduction for poor attendance or performance.	C. Pratt	Board Chair and Governance Committee Chair, via delegation by full Board
10/28/2016	Adjusted meeting fees, retainer and maximum compensation for 2016.	C. Pratt	Board

Director Compensation Policy 4 October 28, 2016

EX-99.1

October 28, 2016

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, 2017. The directors elected are indicated below.

CONNECTICUT

Number of CT Members Voting in Election (Total Ballots Received):	Not Applicable
Percent of CT Members Voting in Election	Not Applicable
Total Number of Eligible Votes in CT (Potential)	Not Applicable

	VOTES RECEIVED
*Gregory R. Shook	Unopposed
President & Chief Executive Officer
Essex Savings Bank
Essex, CT

RHODE ISLAND

Number of RI Members Voting in Election (Total Ballots Received):	11
Percent of RI Members Voting in Election	61	%
Total Number of Eligible Votes in RI (Potential)	1,043,689

	VOTES RECEIVED
George J. Charette	24,670
President & Chief Executive Officer
Pawtucket Credit Union
Pawtucket, RI
*John F. Treanor	785,357
Director
The Washington Trust Company
Westerly, RI

_____________________________________________

* Mr. Shook and Mr. Treanor were reelected to four year terms expiring December 31, 2020.

Members of the Federal Home Loan Bank of Boston

October 28, 2016

Page 2

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

EX-99.2

October 28, 2016

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 three independent directors, each for a term beginning January 1, 2017. The directors elected are indicated below.

DISTRICT ONE – NEW ENGLAND

Number of Members Voting in Election (Total Ballots Received)	227
Total Number of Eligible Votes per Position (Potential)	8,984,855
FHFA 20% Threshold Requirement	1,796,971

		VOTES RECEIVED
*Andrew J. Calamare		5,071,981
	President of The Co-operative Central Bank, Boston, MA; qualifications
	in business, law, organizational management, bank regulatory and
	insurance company matters.
*Antoinette Lazarus		4,360,935
	Chief Compliance Officer of Landmark Partners, Simsbury, CT;
	qualifications in compliance and regulatory matters, accounting, fund
	management and insurance company matters.
*Jay F. Malcynsky		4,278,176
	President and Managing Partner of Gaffney, Bennett & Associates, Inc.,
	New Britain, CT; qualifications in law, organizational management,
	government relations and political consulting.

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

_________________________________

*Messrs. Calamare and Malcynsky and Ms. Lazarus were elected to four year terms expiring December 31, 2020. These directorships have not been designated as “public interest;” the Bank’s two public interest directorships are held by other directors.