Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - 2016 DIRECTOR ELECTION RESULTS - Federal Home Loan Bank of Des Moines | exhibit992directorelection.htm |
| EX-99.1 - EXHIBIT 99.1 - DIVIDEND MEMBER ANNOUNCEMENT - Federal Home Loan Bank of Des Moines | exhibit991q316dividendanno.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 8, 2016 | ||
Federal Home Loan Bank of Des Moines
__________________________________________
(Exact name of registrant as specified in its charter)
Federally Chartered Corporation | 000-51999 | 42-6000149 | ||||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||||
of incorporation) | File Number) | Identification No.) | ||||
Skywalk Level, 801 Walnut Street -- Suite 200, Des Moines, Iowa | 50309 | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant's telephone number, including area code: | 515-281-1000 | ||
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 2.02 Results of Operations and Financial Condition.
On November 10, 2016, 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 2016 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 0.75 percent. The effective combined annualized dividend rate for the Bank on both subclasses of capital stock outstanding was 3.03 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 9, 2016, the Board declared certain individuals elected in the Bank's 2016 election of directors (the “2016 Director Election”) with each term to commence January 1, 2017. 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 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2016 (the “2015 Annual Report”).
After reviewing the results of the 2016 Director Election, the Board declared the following individuals elected as member directors:
Robert A. Stuart, president and chief executive officer of OnPoint Community Credit Union in Portland, Oregon. Mr. Stuart was elected to fill a member directorship designated for the State of Oregon for a four-year term ending December 31, 2020.
J. Benson Porter, president and chief executive officer of Boeing Employees' Credit Union in Tukwila, Washington. Mr. Porter, was re-elected to fill a member directorship designated for the State of Washington for a four-year term ending December 31, 2020. Mr. Porter was first elected as a director of the Federal Home Loan Bank of Seattle (the "Seattle Bank"), which merged with the Bank effective May 31, 2015 (the "Merger"), in 2012. Mr. Porter is the currently the vice chair of the Risk Committee and serves on Human Resources and Compensation Committee.
With respect to the election of Mr. Porter the Bank issued a Current Report on Form 8-K on September 28, 2016 (after the nomination period closed) announcing that Mr. Porter had been “deemed” elected, as provided in applicable regulations of the Federal Housing Finance Agency (the “Finance Agency”).
In addition, after reviewing the results of the 2016 Director Election, the Board declared the following individuals elected as independent directors:
Ruth B. Bennett, principal of RB Bennett Enterprises LLC, Vancouver, Washington. Ms. Bennett was re-elected to fill an independent directorship for a four-year term ending December 31, 2020. Ms. Bennett was first elected to serve as a director of the Seattle Bank in 2014 and served on the Seattle Bank's board until the Merger in 2015. Ms. Bennett currently serves on the Business Operations and Technology Committee and the Risk Committee.
John F. Kennedy Sr., president and chief executive officer of St. Louis Equity Fund, Inc., St. Louis, Missouri. Mr. Kennedy was re-elected to fill a public interest directorship for a four-year term ending December 31, 2020. Mr. Kennedy has served on the Board since 2007. Mr. Kennedy is currently the chair of the Audit Committee and serves on the Executive and Governance Committee and Mission, Member & Housing Committee.
The 2017 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 2016 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 2015 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 2015 Annual Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 8, 2016, the Bank tallied the preliminary voting results for the 2016 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 10, 2016, the Bank issued announcements to its members concerning the results of the 2016 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 Exhibit 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 Member Announcement, dated November 10, 2016, issued by the Bank.
Exhibit Number 99.2 Director Election Results, dated November 10, 2016, issued by the Bank.
SIGNATURE
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 10, 2016 | By: | /s/ Joseph E. Amato | ||
Name: Joseph E. Amato | ||||
Title: Executive Vice President/Chief Financial Officer | ||||
Exhibit Index
Exhibit No. | Description | |
99.1 | Member Announcement | |
99.2 | Director Election Results | |