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EX-3.1 - EXHIBIT 3.1 - FEDERAL HOME LOAN MORTGAGE CORPd201128dex31.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): July 7, 2016

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 7, 2016, the Bylaws of Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation) were amended by adding a new Section 4.12(e) and re-designating the existing section as Section 4.12(f). The new Section 4.12(e) allows Freddie Mac directors to consent in writing in advance of a corporate action, and is based on a recent amendment to the Virginia Stock Corporation Act.

New Section 4.12(e) is as follows:

Any director may provide that a consent to action shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this subsection at the specified future time, provided that the director did not revoke the consent prior to such future time. Any such consent may be revoked, in the manner provided in subsection (c), prior to its becoming effective.

A copy of Freddie Mac’s amended and restated Bylaws is filed as Exhibit 3.1 to this Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed as part of this Report on Form 8-K:

 

Exhibit Number

  

Description of Exhibit

      

3.1

   Bylaws of the Federal Home Loan Mortgage Corporation, as amended and restated July 7, 2016


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 MORTGAGE CORPORATION  
By:   /s/ Kevin I. MacKenzie  
  Kevin I. MacKenzie  
  Vice President and Deputy General Counsel – Corporate Securities  

Date: July 8, 2016


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibit

      

3.1

   Bylaws of the Federal Home Loan Mortgage Corporation, as amended and restated July 7, 2016