Attached files
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| EX-99.1 - 2020 DIRECTOR ELECTION REPORT - Federal Home Loan Bank of New York | memberelectionreport11920.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 10,
2020
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 ☐
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 10, 2020, the Federal
Home Loan Bank of New York (“FHLBNY”) announced
that:
1.
Mr.
Thomas J. Kemly, President, CEO and Director, Columbia Bank, Fair
Lawn, NJ was elected by the FHLBNY’s eligible New Jersey
members on November 4, 2020 to serve as a Member Director on the
FHLBNY’s Board of Directors representing FHLBNY members in
New Jersey for a term of four years commencing on January 1,
2021;
2.
Mr.
Kenneth J. Mahon, CEO and Director, Dime Community Bank, Brooklyn,
NY, and Mr. Stephen S. Romaine, Chairman, Tompkins Trust Company,
Ithaca, NY were re-elected by the FHLBNY’s eligible New York
members on November 4, 2020 to serve as Member Directors on the
FHLBNY’s Board of Directors representing FHLBNY members in
New York for terms of four years each commencing on January 1,
2021; and
3.
Eligible members throughout the FHLBNY’s membership district
(New Jersey, New York, Puerto Rico & the U.S. Virgin Islands)
on November 4, 2020 re-elected Mr. Charles E. Kilbourne, III,
Managing Director, Financial Services Volunteer Corps, New York, NY
and elected Rear Admiral Ms. Danelle M. Barrett, USN (Ret.), to
serve as, respectively, a Public Interest Independent Director and
an Independent Director on the Board commencing on January 1, 2021
for terms of four years each (Ms. Barrett, Mr. Kemly, Mr.
Kilbourne, Mr. Mahon and Mr. Romaine 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 2021; further, whether the
Elected Directors are expected to be named to serve on any
committee of the Board for 2021 has not yet been determined.
(Messrs, Kilbourne, Mahon and Romaine currently serve on the Board;
their terms expire on December 31, 2020. Mr. Kilbourne currently
serves on the Board’s Corporate Governance & External
Affairs, Housing, and Technology Committees; Mr. Mahon currently
serves on the Board’s Corporate Governance & External
Affairs, Strategic Planning, and Technology Committees; and Mr.
Romaine currently serves on the Board’s Compensation &
Human Resources, Housing, and Risk Committees.)
Compensation of the Elected Directors (and of all other Directors)
will be in accordance with the FHLBNY’s 2021 Director
Compensation Plan.
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 open Member
Directorship representing New Jersey members, 95 FHLBNY members in
New Jersey were eligible to vote. Of this number, 44 members voted,
representing 46.32% of total eligible voting participants. The
total number of eligible votes that could be cast for the open New
Jersey Member Directorship was 2,832,233. Mr. Kemly received
1,445,423 votes.
In addition, Mr. Thomas
Considine, Director, Lincoln 1st
Bank, Pine Brook, NJ, Mr. Douglas R.
Simpson, Senior Vice President and CFO, Horizon Healthcare
Services, Inc., Newark, NJ, and Mr. Ernest D. Huggard, President
and CEO, South Jersey Federal Credit Union, Deptford, NJ, were on
the ballot; they received 173,835, 41,488, and 38,897 votes,
respectively.
With regard to the election held to fill the two open Member
Directorships representing New York members, 224 FHLBNY members in
New York were eligible to vote. Of this number, 70 members voted,
representing 31.25% of total eligible voting participants. The
total number of eligible votes that could be cast for each of the
two open New York State Member Directorships was
9,737,552. Mr. Romaine received
3,794,702 votes and Mr. Mahon
received 3,273,017
votes.
In addition, Mr. John M. Tolomer, President and CEO of The
Westchester Bank, White Plains, NY, was on the ballot; he
received 1,327,835
votes.
With regard to the election held to fill the two open Independent
Director seats, 327 FHLBNY members were eligible to vote. Of this
number, 108 members voted, representing 33.03% of total eligible
voting participants. The total number of eligible votes that could
be cast for each of the open Independent Directorships was
12,879,566. 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. Kilbourne
received 5,496,967 votes,
representing 42.68% of the total
number of eligible votes.
*
Ms. Barrett
received 5,475,829 votes,
representing 42.52% of the total
number of eligible votes.
Item 8.01 Other Events.
On November 10, 2020, the
FHLBNY issued a 2020 Director Election Report to FHLBNY security
holders announcing New Jersey Member Director, 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 10,
2020
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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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