UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 8, 2017
FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)
Federally chartered corporation | 000-51402 | 04-6002575 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
800 Boylston Street
Boston, MA 02199
(Address of principal executive offices, including zip code)
(617) 292-9600
(Registrant's telephone number, including area code)
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):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Deemed Election of Certain Member Directors
On September 8, 2017, Donna L. Boulanger, John W. McGeorge and Martin J. Geitz were deemed elected to serve as member directors of the Federal Home Loan Bank of Boston’s (the Bank’s) board of directors (the Board). Ms. Boulanger and Mr. McGeorge are incumbent directors representing Massachusetts and Mr. Geitz is an incumbent director representing Connecticut. All three directors have current terms expiring on December 31, 2017, and their new terms will commence on January 1, 2018 and expire on December 31, 2021.
Ms. Boulanger serves as President and Chief Executive Officer of North Brookfield Savings Bank, North Brookfield, Massachusetts; Mr. McGeorge serves as Chairman of the Board of Needham Bank, Needham, Massachusetts; and Mr. Geitz serves as President and Chief Executive Officer of Simsbury Bank, Simsbury, Connecticut. All three have served as directors of the Bank since January 1, 2014. They currently serve on the following Board committees:
• | Ms. Boulanger: Governance/Government Relations (Vice Chair), Finance, and Housing & Community Development Committees; |
• | Mr. McGeorge: Human Resources and Compensation (Chair) and Governance/Government Relations Committees; and |
• | Mr. Geitz: Risk (Chair), Governance/Government Relations, and Human Resources and Compensation Committees. |
The Board has not yet determined on which committees Ms. Boulanger, Mr. McGeorge and Mr. Geitz will serve for 2018.
The deemed election of Ms. Boulanger, Mr. McGeorge and Mr. Geitz took place in accordance with the rules governing the election of Federal Home Loan Bank member directors pursuant to the Federal Home Loan Bank Act of 1932 (the Act) and the related regulations (the Applicable Regulations) of the Federal Housing Finance Agency (FHFA), the Bank’s principal regulator. The Applicable Regulations provide in relevant part that if the number of eligible nominations for member directorships is equal to or fewer than the number of member directorships to be filled, balloting is unnecessary and such nominees are deemed elected upon notice to the Bank’s members in the relevant state. On September 8, 2017, the Bank sent notice of the deemed election of Ms. Boulanger and Mr. McGeorge to its Massachusetts members and sent notice of the deemed election of Mr. Geitz to its Connecticut members.
The Bank expects to compensate Ms. Boulanger, Mr. McGeorge and Mr. Geitz in accordance with the Bank’s Director Compensation Policy for 2018, a policy that has not yet been adopted. The Bank also expects to permit Ms. Boulanger, Mr. McGeorge and Mr. Geitz to participate in the Bank’s nonqualified, unfunded, deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of compensation.
Certain Relationships, Related Transactions, and Director Independence
Pursuant to the Applicable Regulations, the Bank’s member directors, including Ms. Boulanger, Mr. McGeorge and Mr. Geitz, serve as officers or directors of Bank members. 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 Act and FHFA regulations, the Bank may conduct business with members whose officers or directors serve on the Board, including:
• | extending credit in the ordinary course of business to such members, on market terms that are no more favorable to such members than the terms of comparable transactions with other members; |
• | purchasing short and long-term investments, at market rates, from such members or their affiliates; |
• | entering into interest-rate-exchange agreements with such members or their affiliates as counterparties; and |
• | providing affordable housing benefits in conjunction with such members, or affiliates of such members. |
All of the foregoing 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 Annual Report on Form 10-K for the year ended December 31, 2016 filed with the United States Securities and Exchange Commission on March 24, 2017.
Information on the Bank’s Continuing Elections
In addition to the foregoing, a district-wide election for one independent directorship is currently underway. The deadline for the receipt of ballots for that election is October 23, 2017. Shortly thereafter, the ballots will be tabulated, and the Board will formally declare the winner of that election and will at the same time formally declare Ms. Boulanger, Mr. McGeorge and Mr. Geitz elected.
Signature(s)
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.
Date: | September 8, 2017 | Federal Home Loan Bank of Boston | |
By:/s/ Frank Nitkiewicz | |||
Frank Nitkiewicz | |||
Executive Vice President and Chief Financial Officer | |||