UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 29, 2015
Federal Home Loan Mortgage Corporation
(Exact name of registrant as specified in its charter)
Freddie Mac
| Federally chartered corporation |
001-34139 | 52-0904874 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 8200 Jones Branch Drive McLean, Virginia |
22102-3110 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 903-2000
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.
CEO Compensation
On June 29, 2015, FHFA approved the participation of Donald H. Layton, Freddie Mac’s chief executive officer (CEO), in the company’s Executive Management Compensation Program (EMCP), effective July 1, 2015. As a result, Mr. Layton is, like Freddie Mac’s other named executive officers, eligible to receive Fixed and At-Risk Deferred Salary in addition to Base Salary. FHFA also approved the components of Mr. Layton’s Target Total Direct Compensation (Target TDC) under the EMCP, as set forth in the table below.
| Annual Base Salary |
Annual Fixed Deferred Salary |
Annual Target At-Risk Deferred Salary |
Annual Target TDC | |||
| $750,000 | $2,050,000 | $1,200,000 | $4,000,000 |
The table below sets forth Mr. Layton’s compensation for 2015 after giving effect to this change effective July 1.
| Component of 2015 Compensation |
Amount | When Earned | When Paid | |||
| Base Salary | $300,000 | First Half of 2015 | First Half of 2015 | |||
| Base Salary | $375,000 | Second Half of 2015 | Second Half of 2015 | |||
| Fixed Deferred Salary | $1,025,000 | Second Half of 2015 | Second Half of 2016 | |||
| Target At-Risk Deferred Salary | $600,000 | Second Half of 2015 | Second Half of 2016 |
For additional information about Freddie Mac’s EMCP, see “ITEM 11 — EXECUTIVE COMPENSATION” and “ITEM 9B — OTHER INFORMATION — Executive Management Compensation Program” in the Form 10-K filed on February 19, 2015.
SIGNATURE
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.
| FEDERAL HOME LOAN MORTGAGE CORPORATION | ||||
| By: | /s/ Donald H. Layton | |||
| Donald H. Layton |
||||
| Chief Executive Officer | ||||
Date: July 1, 2015