SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 6, 2012
Federal Home Loan Bank of Des Moines
(Exact name of registrant as specified in its charter)
Federally Chartered Corporation
(State or other jurisdiction
Skywalk Level, 801 Walnut Street
-- Suite 200, Des Moines, Iowa
(Address of principal executive offices)
Registrant's telephone number, including area code:
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:
[ ] 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 2.02 Results of Operations and Financial Condition.
On November 9, 2012, the Federal Home Loan Bank of Des Moines (the "Bank") issued a member announcement of action by its Board of Directors (the “Board”) to declare a third quarter 2012 cash dividend for both the average activity-based capital stock and average membership capital stock outstanding during the quarter. The dividend approved for activity-based capital stock was at an annualized rate of 3.50 percent. The dividend approved for membership capital stock was at an annualized rate of 0.50 percent. The effective combined annualized dividend rate for the Bank on both subclasses of capital stock outstanding was 2.62 percent. A copy of the member announcement is attached as Exhibit 99.1 to this report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2012, the Board declared certain individuals elected in the Bank's 2012 election of directors (the “2012 Director Election”) with each term to commence January 1, 2013. The Board is comprised of member directors 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 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2012 (the “2011 Annual Report”).
After reviewing the results of the 2012 Director Election, the Board declared the following individuals elected as member directors:
John P. Rigler, II, president and chief executive officer of State Bank and Trust Company, New Hampton, Iowa. Mr. Rigler was elected to fill a member directorship designated for the State of Iowa for a four-year term ending December 31, 2016.
Van D. Fishback, director and vice chairman of First Bank & Trust, Brookings, South Dakota. Mr. Fishback, an incumbent director, was re-elected to fill a member directorship designated for the State of South Dakota for a four-year term ending December 31, 2016. Mr. Fishback has served on the Board since January 1, 2009, and currently serves on the following Bank committees: Risk; Finance and Planning (vice chair); and Human Resources and Compensation.
In addition, after reviewing the results of the 2012 Director Election, the Board declared the following individuals elected as independent directors:
Paula R. Meyer, principal of Paula R. Meyer Consulting, St. Ansgar, Iowa. Ms. Meyer, an incumbent director, was elected to fill an independent directorship for a four-year term ending December 31, 2016. Ms. Meyer has served on the Board since May 14, 2007, and currently serves on the following Bank committees: Executive and Governance; Risk (chair); Finance and Planning; and Business Operations and Technology.
John F. Kennedy, Sr., executive vice president and chief financial officer of St. Louis Equity Fund, Inc., St. Louis, Missouri. Mr. Kennedy, an incumbent director, was elected to fill a public interest directorship for a four-year term ending December 31, 2016. Mr. Kennedy has served on the Board since May 14, 2007, and currently serves on the following Bank committees: Executive and Governance; Audit (chair); Finance and Planning; and Business Operations and Technology.
The 2013 Board committees on which the above individuals will be named to serve have not yet been determined as of the date of this filing.
The 2012 Director Election took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act (the "Bank Act") and the related Finance Agency regulations. For a description of the Bank's director election process, see "Item 10 - Directors, Executive Officers, and Corporate Governance" of the Bank's 2011 Annual Report.
Pursuant to the Bank Act and Finance Agency regulations, the Bank's member directors serve as officers or directors of a member of the Bank. 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 Bank Act and Finance Agency regulations, the Bank also issues consolidated obligations through the Office of Finance, maintains a portfolio of short-term and long-term investments, enters into derivative transactions, and provides certain cash management and other services; in each case, with members, housing associates, or other third parties of which directors may serve as officers or directors. All such 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 Bank's 2011 Annual Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 6, 2012, the Bank tallied the preliminary voting results for the 2012 Director Election, which the Board declared final as described in Item 5.02 of this Current Report. Complete voting results are included in the director election results attached as Exhibit 99.2 to this Current Report, and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 9, 2012, the Bank issued announcements to its members concerning the results of the 2012 Director Election as well as the information described under Item 2.02 of this Current Report. The announcements are attached as Exhibits 99.1 and 99.2 to this Current Report. The information set forth under Items 2.02, 5.02 and 5.07 is also furnished pursuant to this Item 7.01.
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 Number 99.1 Dividend Announcement, dated November 9, 2012, issued by the Bank.
Exhibit Number 99.2 Director Election Results, dated November 9, 2012, issued by the Bank.
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Federal Home Loan Bank of Des Moines
November 9, 2012
/s/ Richard S. Swanson
Name: Richard S. Swanson
Title: President and Chief Executive Officer
Director Election Results