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 16, 2018

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))

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 o

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. o

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

Election of Directors

On October 19, 2018, the Federal Home Loan Bank of Boston’s (the Bank’s) board of directors (the Board) declared certain individuals elected, or deemed elected, in the Bank’s 2018 election of directors (the Annual Director Election), each with a term to begin January 1, 2019 and end December 31, 2022. 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 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2018 (the 2017 Annual Report).

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

• Michael R. Tuttle, director of Opportunities Credit Union, Winooski, Vermont, an incumbent director currently serving as a member of the Board’s Risk, Human Resources and Compensation, and Housing and Community Development Committees. Mr. Tuttle was re-elected to fill a member directorship designated for the state of Vermont;

• Richard E. Wyman, president of Meredith Village Savings Bank, Meredith, New Hampshire, was elected to fill a member directorship designated for the state of New Hampshire.

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 (the Applicable Regulations) of the Federal Housing Finance Agency (FHFA), the Bank’s principal regulator. For a description of the Bank’s director election process, see Item 10 — Directors, Executive Officers, and Corporate Governance of the 2017 Annual Report.

Since Mr. Tuttle was the only nominee for the Vermont member directorship, the Bank issued a Current Report on Form 8-K on September 7, 2018 (after the nomination period closed), announcing that Mr. Tuttle had been “deemed” elected, as provided in the Applicable Regulations.

In addition to the Member Directors-elect, after reviewing the results of the independent director election, the Board declared the following individuals re-elected as independent public interest directors (together with the Member Directors-elect, the Directors-elect), each with a term to begin January 1, 2019 and end December 31, 2022:

• Joan Carty, president and chief executive officer of Housing Development Fund in Stamford, Connecticut. Ms. Carty is an incumbent director currently serving as chair of the Board’s Housing and Community Development Committee and as a member of its Executive and Human Resources and Compensation Committees.

• Patrick E. Clancy, an independent consultant and developer of affordable housing as principal of The Clancy Company, Kennebunkport, Maine, and former president and chief executive officer of The Community Builders, Inc. Mr. Clancy is an incumbent director currently serving as vice chair of the Board’s Housing and Community Development and Risk Committees and as a member of the Ad Hoc Remediation Committee.

The Board has not yet determined on which committees the Directors-elect will serve in 2019.

Pursuant to the Applicable Regulations, the Bank’s member directors, including the Member Directors-elect, serve as officers or directors of Bank members. 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 the Applicable 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 on market terms with affiliates of such members as counterparties; and

• providing affordable housing benefits in conjunction with such members, or affiliates of such members, on terms and conditions that are no more favorable to such members than the terms and conditions of comparable transactions with other 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 2017 Annual Report.

The 2019 Director Compensation Policy

On October 19, 2018, the Board approved the 2019 Director Compensation Policy (the 2019 Director Compensation Policy), pursuant to which the Bank expects to compensate its directors for 2019, including the Directors-elect.

Summary. The 2019 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. Fees are unchanged from 2018.

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

	Per Board Meeting	Per Committee Meeting	Telephonic Attendance	Maximum Attendance Fees
Chair	$11,500	$2,500	$1,500	$91,500
Vice Chair and Committee Chairs	$9,500	$2,500	$1,500	$76,500
Other Directors	$8,500	$2,500	$1,500	$71,500

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

	Quarterly Retainer	Annual Retainer
Chair	$10,250	$41,000
Vice Chair and Committee Chairs	$9,000	$36,000
Other Directors	$7,750	$31,000

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

	Maximum Attendance Fees	Maximum Retainer	Total Maximum Compensation
Chair	$91,500	$41,000	$132,500
Vice Chair and Committee Chairs	$76,500	$36,000	$112,500
Other Directors	$71,500	$31,000	$102,500

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 2019 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2019 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 16, 2018, 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 19, 2018 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: 2019 Director Compensation Policy

99.1: Letter to members reporting member director election results dated October 19, 2018

99.2: Letter to members reporting independent director election results dated October 19, 2018

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 19, 2018	Federal Home Loan Bank of Boston
		By:/s/ Frank Nitkiewicz
		Frank Nitkiewicz
		Executive Vice President and Chief Financial Officer

EX-10.1

DIRECTOR COMPENSATION POLICY - 2019

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:	4
VII.	Policy History Log:	4

Director Compensation Policy October 19, 2018

Director Compensation Policy - 2019

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 2019. 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 2019 Director compensation set forth in this Policy, which remains unchanged from the Director compensation set forth in the 2018 Director Compensation 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 2017, 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	$11,500	$2,500	$1,500	$91,500
Vice Chair and Committee Chairs	$9,500	$2,500	$1,500	$76,500
Other Directors	$8,500	$2,500	$1,500	$71,500

Footnotes appear on following page.

Director Compensation Policy 1 October 19, 2018

^{_______________________________________________} 

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, April and July, 2019.

² Applies to all telephonic meetings other than those to be held in January, April and July 2019, and to participation by telephone at in-person meetings for which a Director would be entitled to compensation if attending in person.

^{_______________________________________________} 

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	$10,250	$41,000
Vice Chair and Committee Chairs	$9,000	$36,000
Other Directors	$7,750	$31,000

D. Maximum Compensation.

The maximum director compensation for 2019 shall be as follows:

	Maximum Attendance Fees	Maximum Retainer	Total Maximum Compensation
Chair	$91,500	$41,000	$132,500
Vice Chair and Committee Chairs	$76,500	$36,000	$112,500
Other Directors	$71,500	$31,000	$102,500

Director Compensation Policy 2 October 19, 2018

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.

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:

Director Compensation Policy 3 October 19, 2018

• 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 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 2017.	C. Pratt	Board
10/27/2017	Adjusted meeting fees, retainer and maximum compensation for 2018.	C.Pratt	Board
10/19/2018	No changes from 2018 compensation	C. Pratt	Board

Director Compensation Policy 4 October 19, 2018

EX-99.1

October 19, 2018

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 four-year terms beginning January 1, 2019 and ending December 31, 2022. The directors elected are indicated below.

VERMONT

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

*Michael R. Tuttle	Unopposed
Director
Opportunities Credit Union
Winooski, VT

NEW HAMPSHIRE

Number of NH Members Voting in Election (Total Ballots Received):	22
Percent of NH Members Voting in Election	73	%
Total Number of Eligible Votes in NH (Potential)	515,877

	VOTES RECEIVED
Stephen R. Theroux	152,951
Director
American European Insurance Company
Concord, NH
*Richard E. Wyman	254,287
President
Meredith Village Savings Bank
Meredith, NH

__________________

* Mr. Tuttle and Mr. Wyman were elected to four-year terms expiring December 31, 2022.

Members of the Federal Home Loan Bank of Boston

October 19, 2018

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

Corporate Secretary

EX-99.2

October 19, 2018

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, for terms beginning January 1, 2019 and ending on December 31, 2022. The directors elected are indicated below.

DISTRICT ONE – NEW ENGLAND

Number of Members Voting in Election (Total Ballots Received)	223
Total Number of Eligible Votes (Potential)	9,347,601
FHFA 20% Threshold Requirement	1,874,920

		VOTES RECEIVED
*Joan M. Carty		5,187,681
	President and CEO of Housing Development Fund, Stamford, Connecticut
	Public Interest Director
*Patrick E. Clancy		5,180,652
	Principal of The Clancy Company, Kennebunkport, Maine (independent
	consultant and developer of affordable housing);
	Former President and CEO, The Community Builders, Inc., Boston, MA
	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

Corporate Secretary

__________________________________

*Ms. Carty and Mr. Clancy were reelected to four-year terms expiring December 31, 2022. These directorships have been designated as “public interest”.