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, 2018 | |
Federal Home Loan Bank of Dallas
__________________________________________
(Exact name of registrant as specified in its charter)
Federally Chartered Corporation | 000-51405 | 71-6013989 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
8500 Freeport Parkway South, Suite 600, Irving, Texas | 75063-2547 | |
______________________________ (Address of principal executive offices) | ___________ (Zip Code) | |
Registrant's telephone number, including area code: | 214-441-8500 | |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
On November 13, 2018, the Federal Home Loan Bank of Dallas (the "Bank") completed its director election process for both member and independent directorships with four-year terms beginning on January 1, 2019. Two member directors and two independent directors were elected to serve on the Bank's Board of Directors. This process took place in accordance with the rules governing the election of Federal Home Loan Bank directors as specified in the Federal Home Loan Bank Act of 1932, as amended, and the related regulations of the Federal Housing Finance Agency. A description of the Bank's director election process is contained in the Bank's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2018 (the "2017 10-K").
A. Fred Miller, Jr. was re-elected as a member director representing the state of Mississippi. Mr. Miller serves as Chairman of Bank of Anguilla in Anguilla, Mississippi and has served as a director of the Bank since January 2015. Mr. Miller also served as a director of the Bank from 1997 to 2004. In 2002 and 2003, Mr. Miller served as Vice Chairman of the Bank's Board of Directors and in 2004 he served as Chairman of the Bank's Board of Directors. Mr. Miller currently serves on the Board of Directors' Risk Management Committee, Compensation and Human Resources Committee, and Affordable Housing and Economic Development Committee (for which he serves as Vice Chairman).
Ron G. Wiser was re-elected as a member director representing the state of New Mexico. Mr. Wiser serves as a director, President and Chief Executive Officer of Bank of the Southwest in Roswell, New Mexico. He has served as a director of the Bank since January 2010. Mr. Wiser currently serves on the Board of Directors' Risk Management Committee, Audit Committee (for which he serves as Chairman) and Executive and Governance Committee.
Dianne W. Bolen was re-elected as a public interest independent director. Ms. Bolen is a retired Executive Director of the Mississippi Home Corporation in Jackson, Mississippi. Ms. Bolen has served as a public interest director of the Bank since November 2012. Ms. Bolen currently serves on the Board of Directors' Government and External Affairs Committee, Affordable Housing and Economic Development Committee (for which she serves as Chairman) and Executive and Governance Committee.
Finally, Mary E. Ceverha was re-elected as an independent director. Ms. Ceverha, a civic volunteer who resides in Dallas, Texas, has served as a director of the Bank since January 2004. Ms. Ceverha previously served as Vice Chairman of the Bank's Board of Directors from December 2005 to December 2014 and as Acting Vice Chairman of the Bank's Board of Directors from January 2005 to December 2005. Ms. Ceverha currently serves on the Board of Directors’ Risk Management Committee, Audit Committee and Compensation and Human Resources Committee (for which she serves as Vice Chairman).
For a description of the Bank's director compensation, please refer to Item 11 of the Bank's 2017 10-K.
Since January 1, 2017, the Bank has not engaged in any transactions with any of the above-named persons or any members of their immediate families that require disclosure under applicable rules and regulations. There are no arrangements or understandings between any of the elected directors named above and any other persons pursuant to which that director was selected.
As a cooperative, the Bank's products and services are provided almost exclusively to its members. In the ordinary course of business, transactions between the Bank and its members are carried out on terms which either are determined by competitive bidding in the case of auctions for Bank advances and deposits or are established by the Bank, including pricing and collateralization terms, under its Member Products and Credit Policy, which treats all similarly situated members on a non-discriminatory basis. The Bank provides, in the ordinary course of its business, products and services to members whose officers or directors serve as member directors of the Bank. The Bank's products and services are provided to such members on terms that are no more favorable to them than comparable transactions with other similarly situated members of the Bank whose officers or directors do not serve as member directors of the Bank.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described in Item 5.02, on November 13, 2018, the Bank completed its director election process for both member and independent directorships that will commence on January 1, 2019.
Member institutions may only cast votes for a nominee or abstain from voting and may not cast votes against a nominee or indicate that they are withholding votes from a nominee.
For the member directorships commencing on January 1, 2019, there was one nominee for one member directorship representing the state of Mississippi and one nominee for one member directorship representing the state of New Mexico. There were no open member directorships for the states of Arkansas, Louisiana or Texas. For the two independent directorships commencing on January 1, 2019, there were two nominees. To be elected as a sole nominee for an independent directorship, a candidate must receive at least 20 percent of the number of votes eligible to be cast in the election.
Because A. Fred Miller, Jr. and Ron G. Wiser were the sole nominees for the member directorships representing the states of Mississippi and New Mexico, respectively, members were not requested to cast votes for those positions.
There were 821 member institutions in the Bank's five-state district that were eligible to cast a total of 5,250,353 votes for each of the two independent directorships, of which 168 institutions cast a total of 1,645,634 votes for Dianne W. Bolen and 176 institutions cast a total of 1,797,408 votes for Mary E. Ceverha. Each nominee received more than 20 percent of the number of votes eligible to be cast in the election to fill the directorship for which they were nominated.
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 Dallas | ||||
November 19, 2018 | By: | /s/ Tom Lewis | ||
Name: Tom Lewis | ||||
Title: Executive Vice President and Chief Financial Officer | ||||