8-K

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 22, 2021 (November 18, 2021)

Federal Home Loan Bank of Cincinnati

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation of the United States	000-51399	31-6000228
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
600 Atrium Two, P.O. Box 598, Cincinnati, Ohio		45201-0598
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(513) 852-7500

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: None

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2021, the Federal Home Loan Bank of Cincinnati’s (FHLB’s) board of directors (Board) took the following actions related to Board composition:

• Declared three individuals elected in the FHLB’s 2021 election of directors (2021 Director Election) with each serving a four-year term to commence January 1, 2022, and end December 31, 2025. The Board comprises Member Directors and Independent Directors who are elected by the FHLB’s Members, as discussed under “Item 10-Directors, Executive Officers, and Corporate Governance” of the FHLB’s 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 18, 2021 (2020 Annual Report).

After reviewing the results of the 2021 Director Election, the Board declared the following individuals elected as Kentucky Member Directors:

-- J. Wade Berry, President & CEO, Farmers Bank & Trust Company, Marion, Kentucky

-- Greg W. Caudill, Director, Farmers National Bank, Danville, Kentucky. An incumbent director, Mr. Caudill currently serves on the Board’s Business and Operations Committee and Risk Committee.

In addition, after reviewing the results of the 2021 Director Election, the Board declared the following individual elected as an Independent Director, with the Public Interest Director designation:

-- Danny J. Herron, President & CEO, Habitat for Humanity of Greater Nashville, Nashville, Tennessee

As previously reported on the FHLB’s Current Report on Form 8-K filed with the SEC on September 8, 2021, Ohio Member Director Kathleen A. Rogers, Executive Vice President at U.S. Bank, N.A., Cincinnati, Ohio, was unopposed and, in accordance with federal regulations was declared elected, serving a four-year term to commence January 1, 2022, and end December 31, 2025. Ms. Rogers currently serves on the Board’s Audit Committee and Risk Committee.

The 2021 Director Election took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act and the related Federal Housing Finance Agency regulations.

• Appointed Lewis Diaz as an Independent Director, with the Public Interest Director designation, effective January 1, 2022 through December 31, 2023 to serve the remainder of the term of Charles J. Ruma, whose retirement was reported in the FHLB’s Current Report on Form 8-K filed with the SEC on August 19, 2021. Mr. Diaz is a Partner of Dinsmore and Shohl, LLP, Covington, Kentucky.

• Appointed Leslie Scott Spivey as an Independent Director effective January 1, 2022 through December 31, 2022 to serve the remainder of the term of April Miller Boise, whose retirement was reported in the August Form 8-K noted above. Mr. Spivey serves as Senior Vice President, Chief Financial Officer, First Student, Inc., Cincinnati, Ohio.

For information on Director compensation, see “Item 11-Executive Compensation” of the FHLB’s 2020 Annual Report. For information on Director independence and transactions with related persons, see “Item 13-Certain Relationships and Related Transactions, and Director Independence” of the FHLB’s 2020 Annual Report.

Board committee assignments for 2022 will be determined in the normal course.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Board declared the 2021 Director Election voting results final on November 18, 2021, as described in Item 5.02 of this Current Report. In an announcement sent to the FHLB’s Members on November 22, 2021, the FHLB reported complete voting results, which is attached as Exhibit 99.1 to this Current Report, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 -- Announcement of Director Election Results, dated November 22, 2021

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 Cincinnati
November 22, 2021	By:	/s/ Bridget C. Hoffman
		Name: Bridget C. Hoffman
		Title: Senior Vice President, General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Announcement of Director Election Results, dated November 22, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

	NewsLine
	November 22, 2021
TO ALL MEMBERS:

2021 BOARD OF DIRECTORS ELECTION RESULTS:

FOUR DIRECTORS ELECTED TO FOUR-YEAR TERMS;

LEWIS DIAZ, SCOTT SPIVEY APPOINTED TO FILL VACANCIES;

JIM VANCE ELECTED BOARD VICE CHAIR

We are pleased to announce the results of the 2021 FHLB Cincinnati Board of Directors (Board) election. In this election, two Kentucky Member Directors, and one at-large Independent Director were elected to the Board. From Kentucky, J. Wade Berry was elected and Greg W. Caudill was re-elected. Danny J. Herron, Nashville, Tennessee, was elected to serve as an Independent Public Interest Director. Ohio Member Director Kathleen A. Rogers was unopposed and, in accordance with federal regulations, was declared elected. All four directors will serve four-year terms commencing January 1, 2022, and expiring December 31, 2025.

MEMBER DIRECTOR ELECTION RESULTS

In Kentucky, three candidates ran for two open seats. The two candidates receiving the highest number of votes were elected to the Board. The election results are provided below.

Number of eligible Kentucky voting members: 165

Total eligible Kentucky votes to be cast: 989,885

J. Wade Berry (Elected)

President & CEO, Farmers Bank & Trust Company, Marion

Total votes received: 720,088

Greg W. Caudill (Re-elected)

Director, Farmers National Bank, Danville

Total votes received: 445,592

David E. Sartore

Executive Vice President & CFO, Field & Main Bank, Henderson

Total votes received: 238,059

INDEPENDENT DIRECTOR ELECTION RESULTS

In the at-large election of an Independent Public Interest Director, the Board nominated Danny J. Herron, President & CEO, Habitat for Humanity of Greater Nashville, Nashville, Tennessee. Mr. Herron exceeded the 20 percent minimum regulatory requirement of votes eligible to be cast and is thereby elected to the Board:

Number of eligible voting members: 627

Total eligible votes to be cast: 6,379,806

Danny J. Herron

President & CEO, Habitat for Humanity of Greater Nashville, Nashville

Total votes received: 2,099,803

Percent of votes eligible to be cast: 32.9%

The Board ratified election results and took additional action to appoint two Independent Directors to fill the vacancies of two Independent Directors retiring at year-end 2021. Lewis Diaz, Partner, Dinsmore and Shohl, LLP, Covington, Kentucky, was appointed as an Independent Public Interest Director to serve, effective January 1, 2022 through December 31, 2023, representing the remainder of the term of Charles J. Ruma. Leslie Scott Spivey, Senior Vice President, Chief Financial Officer, First Student, Inc., Cincinnati, Ohio, was appointed as an Independent Director to serve, effective January 1, 2022 through December 31, 2022, representing the remainder of the term of April Miller Boise.

Additionally, the Board elected James J. Vance, Senior Vice President & Co-Chief Investment Officer, Western-Southern Life Assurance Co., Cincinnati, Ohio, to serve as Vice Chair of the Board. His two-year term commences January 1, 2022, and expires December 31, 2023.

On behalf of the Board and staff, I would like to thank our members for participating in the director election and would also like to congratulate our newly elected and returning Directors.

Andrew S. Howell

President and CEO

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Cover	Nov. 18, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2021
Entity Registrant Name	Federal Home Loan Bank of Cincinnati
Entity Incorporation, State or Country Code	X1
Entity File Number	000-51399
Entity Tax Identification Number	31-6000228
Entity Address, Address Line One	600 Atrium Two, P.O. Box 598
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45201-0598
City Area Code	513
Local Phone Number	852-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
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Entity Central Index Key	0001326771