UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 29, 2010
FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)
Federally chartered corporation |
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000-51402 |
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04-6002575 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
111
Huntington Avenue
Boston, MA 02199
(Address of principal executive offices, including zip code)
(617)
292-9600
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 November 20, 2009, the board of directors of the Federal Home Loan Bank of Boston (the Bank) declared that Steven A. Closson, Mark E. Macomber, Jan A. Miller, John H. Goldsmith, and Cornelius K. Hurley had been re-elected and Gerald T. Mulligan had been newly elected to Banks board of directors. This information was reported by the Bank via Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2009. Board committee assignments for 2010 had not been made at that time and the Banks 2010 Board of Directors Compensation Policy had not yet been approved. The Bank is filing this Form 8-K/A to report the directors committee assignments and expected compensation for all directors, including the elected directors, for 2010.
On January 29, 2010, the Banks board of directors approved the following committee assignments for all directors:
EXECUTIVE COMMITTEE
Chair: Jan A. Miller
Vice Chair: Jay F. Malcynsky
Stephen F. Christy
Patrick E. Clancy
Steven A. Closson
John Goldsmith
Mark E. Macomber
Kevin M. McCarthy
AUDIT COMMITTEE
Chair: Stephen F. Christy
Vice Chair: Andrew J. Calamare
Patrick E. Clancy
Kevin M. McCarthy
Gerald T. Mulligan
FINANCE COMMITTEE
Chair: Kevin M. McCarthy
Vice Chair: John T. Eller
John Goldsmith
Cornelius K. Hurley
Mark E. Macomber
GOVERNANCE/GOVERNMENT RELATIONS COMMITTEE
Chair: Steven A. Closson
Vice Chair: Jay F. Malcynsky
Andrew J. Calamare
Stephen
F. Christy
Edward T. Novakoff
HOUSING & COMMUNITY DEVELOPMENT COMMITTEE
Chair: Patrick E. Clancy
Vice Chair: Peter F. Crosby
Joan Carty
John T. Eller
Gerald T. Mulligan
PERSONNEL COMMITTEE
Chair: Mark E. Macomber
Vice Chair: A. James Lavoie
Joan Carty
Steven A. Closson
Jay F. Malcynsky
RISK COMMITTEE
Chair: John Goldsmith
Vice Chair: Peter F. Crosby
Cornelius K. Hurley
A. James Lavoie
Edward T. Novakoff
The chairman of the board is an ex-officio member of all committees of the board. This designation includes all of the privileges of committee membership, including the right to make motions and vote. However, the chair is not counted in determining if a quorum is present at a committee meeting.
Director Compensation
Directors will be compensated in accordance with the 2010 Board of Directors Compensation Policy, the details of which are set forth in the following table.
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2010 Director |
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Fee per board meeting (1) |
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Chair of the board |
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$ |
7,750 |
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Vice chair of the board |
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7,000 |
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Audit committee chair |
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7,000 |
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Other committee chairs |
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6,300 |
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All other board members |
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5,575 |
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Fee per committee meeting |
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2,000 |
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Fee per telephonic conference call |
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1,325 |
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Annual maximum compensation amounts |
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Chair of the board |
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60,000 |
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Vice chair of the board |
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55,000 |
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Audit committee chair |
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55,000 |
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Other committee chairs |
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50,000 |
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All other board members |
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45,000 |
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Directors are entitled to participate in the Banks nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of compensation.
Each director will be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with the performance of his/her duties.
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.
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Federal Home Loan Bank of Boston |
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Date: February 2, 2010 |
By: |
/s/Frank Nitkiewicz |
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Frank Nitkiewicz |
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Executive Vice President and Chief Financial Officer |