Attached files
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| EX-99.1 - 2018 DIRECTOR ELECTION REPORT - Federal Home Loan Bank of New York | a2018directorelectionrepo.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,
2018
Federal
Home Loan Bank of New York
(Exact name of Registrant as Specified in Its Charter)
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Federally Chartered Corporation
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000-51397
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136400946
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification No.)
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101 Park
Avenue,
New York, New York
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10178-0599
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(Address of Principal Executive Offices)
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(Zip Code)
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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 (see General Instructions
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))
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 ☐
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. ☐
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 8, 2018, the Federal Home Loan Bank of New York
(“FHLBNY”) announced that:
1.
Mr. Kevin Cummings, Chairman and CEO, Investors Bank, Short Hills,
NJ, and Mr. Christopher Martin, Chairman, President and CEO,
Provident Bank, Iselin, NJ were re-elected by the FHLBNY’s
eligible New Jersey members on November 5, 2018 to serve as Member
Directors on the FHLBNY’s Board of Directors ("Board")
representing FHLBNY members in New Jersey for terms of four years
each commencing on January 1, 2019;
2.
Mr.
David J. Nasca, President and CEO, Evans Bank, National
Association, Hamburg, NY, was re-elected by the FHLBNY’s
eligible New York members on November 5, 2018 to serve as a Member
Director on the FHLBNY’s Board of Directors representing
FHLBNY members in New York for a term of four years commencing on
January 1, 2019; and
3.
Eligible
members throughout the FHLBNY’s membership district (New
Jersey, New York and Puerto Rico & the U.S. Virgin Islands) on
November 5, 2018 elected Mr. David R. Huber, Senior Vice President
and CFO, Horizon Blue Cross Blue Shield of New Jersey, Newark, NJ,
and re-elected Mr. Richard S. Mroz, Managing Director, Resolute
Strategies, LLC, Haddonfield, NJ, to serve as Independent Directors
on the Board commencing on January 1, 2019 for terms of four years
each (Mr. Cummings, Mr. Huber, Mr. Martin, Mr. Mroz and Mr. Nasca,
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 2019; further, whether the
Elected Directors are expected to be named to serve on any
committee of the Board for 2019 has not yet been determined. (Mr.
Cummings, Mr. Martin, Mr. Mroz and Mr. Nasca currently serve on the
Board; their terms expire on December 31, 2018. Mr. Cummings
currently serves on the Board’s Audit, Compensation and Human
Resources, and Corporate Governance and External Affairs
Committees. Mr. Martin currently serves on the Board’s Audit,
Compensation and Human Resources, and Corporate Governance and
External Affairs Committees. Mr. Mroz currently serves on the
Board’s Executive, Housing, and Technology Committees. Mr.
Nasca currently serves on the Board’s Compensation and Human
Resources, Risk, and Technology Committees.)
Compensation of the Elected Directors (and of all other Directors)
will be in accordance with a 2019 Director Compensation Plan
("Compensation Plan") which was approved by the Board on September
20, 2018 and which then received no objection from the
FHLBNY’s regulator. With respect to Director fee
opportunities: (i) the maximum fee opportunity for 2019 for the
Chair of the Board will be $133,000; (ii) the maximum fee
opportunity for 2019 for the Vice Chair of the Board will be
$118,000; (iii) the maximum fee opportunity for 2019 for a Director
serving as a Board Committee Chair will be $112,500, except for the
Audit Committee Chair, for whom the maximum fee opportunity shall
be $116,000; however, any Director serving as a Board Committee
Chair 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 2019 for Directors other
than the Chair, the Vice Chair, and the Committee Chairs will be
$102,500. A copy of the Compensation Plan can be found in the
FHLBNY’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2018 filed with the U.S. Securities and Exchange
Commission.
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 Jersey members, 111 FHLBNY members
in New Jersey were eligible to vote. Of this number, 68 members
voted, representing 61.26% of total eligible voting participants.
The total number of eligible votes that could be cast for each of
the two open New Jersey Member Directorships was 2,804,057. Mr.
Cummings received 1,915,726 votes and Mr. Martin
received 1,850,708 votes.
In addition to Messrs. Cummings and Martin, Mr. Ernest D.
Huggard, CEO and President of South Jersey Federal Credit
Union, Deptford, NJ, was on the
ballot; he received 133,342 votes.
With
regard to the election held to fill the one open Member
Directorship representing New York members, 212 FHLBNY members in
New York were eligible to vote. Of this number, 110 members voted,
representing 51.89% of total eligible voting participants. The
total number of eligible votes that could be cast for the one open
New York State Member Directorship was 10,535,266. Mr. Nasca
received 3,311,771 votes.
In addition to Mr. Nasca, these candidates were on the ballot: Mr.
Michael J. Ciriello, President and CEO of Hudson Heritage Federal
Credit Union, Middletown, NY, who received 650,478 votes; and Mr.
John M. Tolomer, President and CEO of The Westchester Bank, White
Plains, NY, who received 1,248,885 votes.
With
regard to the election held to fill the two open Independent
Director seats, 330 FHLBNY members were eligible to vote. Of this
number, 182 members voted, representing 55.15% of total eligible
voting participants. The total number of eligible votes that could
be cast for each of the two open Independent Directorships was
13,783,650. 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:
●
Mr. Huber received
6,765,476 votes, representing
49.08% of the total number of eligible votes.
●
Mr. Mroz
received 6,513,479 votes, representing 47.26% of the total number
of eligible votes.
Item 8.01 Other Events.
On November 8, 2018, the FHLBNY issued
a 2018 Director Election Report to FHLBNY security holders
announcing New Jersey and 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.
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 thereunto duly authorized.
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Federal Home Loan
Bank of New York
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Date: November 8,
2018
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By:
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/s/
Kevin M.
Neylan
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Name: Kevin
M. Neylan
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Title: Senior
Vice President and Chief Financial Officer
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