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EX-99.1 - EXHIBIT 99.1 - OREGON DIRECTOR ELECTION - Federal Home Loan Bank of Des Moinesexhibit991oregondirectorel.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):
 
August 18, 2020
 
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.)
 
 
  
 
 
 
 
 
 
909 Locust Street
Des Moines, IA
 
 
 
50309
 
 
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code:
 
515-412-2100
 
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
 
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 they 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 Oregon Member Director

On August 18, 2020, James W. Hunt, senior vice president and CFO of OnPoint Community Credit Union was declared elected by the Federal Home Loan Bank of Des Moines (“Bank”) to serve as the Oregon member director on the Bank’s board for a four-year term commencing January 1, 2021. This will be Mr. Hunt’s first term serving as a member director. The 2021 board committees on which Mr. Hunt will be named to serve have not been determined as of the date of this filing.

Legal Framework for the Deemed Election

The election of Mr. Hunt took place in accordance with the rules governing the election of Federal Home Loan Bank member directors specified in the Federal Home Loan Bank Act of 1932, as amended (“Bank Act”), and the related regulations of the Federal Housing Finance Agency (“Finance Agency”). Finance Agency regulations provide that if the number of eligible nominations for member directorships is equal to 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 August 18, 2020, the Bank sent notice of Mr. Hunt’s election to its Oregon members.

Compensation of Directors for 2021

The Bank expects to compensate Mr. Hunt in accordance with the Bank’s 2021 Director Fee Policy, a policy that has not yet been adopted. Directors are also eligible to be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with service as a Bank director.

Certain Relationships, Related Transactions, and Director Independence

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 2019 Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 11, 2020.
 
Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Form 8-K is a member announcement dated August 18, 2020, regarding Mr. Hunt’s election for the four-year term commencing January 1, 2021. The information contained in Exhibit 99.1 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.










SIGNATURE
 
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 Des Moines
  
 
 
 
 
August 18, 2020
 
By:
 
/s/ Aaron B. Lee
 
 
 
 
 
 
 
 
 
Name: Aaron B. Lee
 
 
 
 
Title: Senior Vice President, General Counsel and Corporate Secretary