Attached files

file filename
EX-99.1 - EX-99.1 - Federal Home Loan Bank of New Yorkexhibit1.htm
 

 


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):   November 13, 2015

Federal Home Loan Bank of New York
__________________________________________
(Exact name of registrant as specified in its charter)

     
Federally Chartered Corporation 000-51397 136400946
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
101 Park Avenue, Floor 5, New York, New York   10178-0599
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   212-441-6616

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:

[  ]  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.

(d) Election of Directors.

On November 13, 2015, the Federal Home Loan Bank of New York ("FHLBNY") announced that:

1. Mr. John R. Buran, President and Chief Executive Officer, Flushing Bank, Uniondale, NY, and Mr. Thomas L. Hoy, Chairman, Glens Falls National Bank & Trust Co., Glens Falls, NY, were both elected by the FHLBNY’s eligible New York members on November 6, 2015 to serve as Member Directors on the FHLBNY’s Board of Directors ("Board") representing FHLBNY members in New York for terms of four years each commencing on January 1, 2016; and

2. Ms. Caren S. Franzini, President of Franzini Consulting, LLC, Lambertville, NJ, and Dr. DeForest B. Soaries, Jr., Senior Pastor of the First Baptist Church of Lincoln Gardens, Somerset, NJ, were both elected by eligible members throughout the FHLBNY’s membership district (i.e., New Jersey, New York, Puerto Rico & the U.S. Virgin Islands) on November 6, 2015 to serve as Independent Directors on the Board commencing on January 1, 2016 for terms of four years each (Mr. Buran, Mr. Hoy, Ms. Franzini, and Dr. Soaries, collectively, the "Elected Directors").

A copy of a report being sent to FHLBNY stockholders providing detailed information about this matter, including biographical information about the Elected Directors, is attached as Exhibit 99.1.

The election of the Elected Directors took place in accordance with the rules governing the election of Federal Home Loan Bank directors contained in the Federal Home Loan Bank Act and in the related regulations of the Federal Housing Finance Agency ("FHFA"), the regulator of the Federal Home Loan Banks. As of the time of this filing, none of the Elected Directors has been named to serve on any committee of the Board for 2016; further, whether the Elected Directors are expected to be named to serve on any committee of the Board for 2016 has not yet been determined. (Mr. Buran, Mr. Hoy and Dr. Soaries currently serve on the Board; their terms expire on December 31, 2015. Mr. Buran currently serves as the Chair of the Board’s Risk Committee, and also serves on the Board’s Executive, Audit and Technology Committees. Mr. Hoy currently serves as the Chair of the Board’s Strategic Planning Committee, and also serves on the Board’s Audit and Risk Committees. Dr. Soaries currently serves on the Board’s Compensation and Human Resources, Housing and Technology Committees.)

Compensation of the Elected Directors (and of all other Directors) will be in accordance with a 2016 Director Compensation Plan ("Compensation Plan") which was approved by the Board on September 17, 2015. With respect to Director fee opportunities: (i) the maximum fee opportunity for 2016 for the Chair of the Board will be $120,000; (ii) the maximum fee opportunity for 2016 for the Vice Chair of the Board shall be $105,000; (iii) the maximum fee opportunity for 2016 for a Director serving as a Board Committee Chair will be $105,000; however, such Director will not receive any additional fee opportunity if he or she serves as Chair of more than one Committee, and, in addition, the Board Chair and Board Vice Chair will not receive any additional fee opportunity for serving as a Chair of one or more Committees; and (iv) the maximum fee opportunity for 2016 for Directors other than the Chair, the Vice Chair, and the Committee Chairs shall be $95,000. A copy of the Compensation Plan was included in the FHLBNY’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was filed on November 12, 2015.





Item 5.07 Submission of Matters to a Vote of Security Holders.

The Elected Directors discussed in Item 5.02 of this Current Report on Form 8-K were not elected during the course of any annual or special meeting of the FHLBNY’s security holders, or as the result of a proxy solicitation. They were elected, in accordance with FHFA regulations, by direct vote of the FHLBNY’s eligible security holders. For each open seat, eligible security holders were given the opportunity to cast their votes in favor of a candidate running for the open seat. Security holders did not have the option to cast a vote against a particular candidate, or to cast an ‘abstaining’ vote.

With regard to the election held to fill the two open Member Directorships representing New York members, 209 FHLBNY members in New York were eligible to vote. Of this number, 116 members voted, representing 55.50% of total eligible voting participants. The total number of eligible votes that could be cast for each of the two open New York Member Directorships was 7,968,179. Mr. Buran received 3,885,232 votes and Mr. Hoy received 3,467,431 votes.

In addition to Mr. Buran and Mr. Hoy, the following persons were on the ballot: Mr. John M. Tolomer, President and CEO, The Westchester Bank, White Plains, NY, who received 684,555 votes; Mr. Anthony Milone, Chairman, President and CEO, Cross County Savings Bank, Middle Village, NY, who received 407,035 votes; and Mr. Damian M. Kozlowski, President and CEO of Modern Bank, N.A., New York, NY, who received 132,652 votes.

With regard to the election held to fill two open Independent Director seats, 332 FHLBNY members were eligible to vote. Of this number, 175 members voted, representing 52.71% of total eligible voting participants. The total number of eligible votes that could be cast for each of the two open Independent Directorships was 11,801,269. To be elected as an Independent Director, each candidate needed to receive at least 20 percent of the total number of eligible votes, and this threshold was passed by both candidates:

• Ms. Franzini received 6,015,714 votes, representing 50.97% of the total number of eligible votes.

• Dr. Soaries received 5,718,672 votes, representing 48.45% of the total number of eligible votes.





Item 8.01 Other Events.

On November 13, 2015, the FHLBNY issued a 2015 Director Election Report to FHLBNY security holders announcing New York Member Director and districtwide Independent Director election results. A copy of the Report is attached as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 2015 Director Election Report to FHLBNY security holders announcing New York Member Director and districtwide Independent Director election results, dated November 13, 2015.






SIGNATURES

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 Bank of New York
          
November 13, 2015   By:   Kevin M. Neylan
       
        Name: Kevin M. Neylan
        Title: Senior Vice President and Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  2015 Director Election Report to FHLBNY security holders announcing New York Member Director and districtwide Independent Director election results, dated November 13, 2015.