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 20, 2015 |
Federal Home Loan Bank of Pittsburgh
__________________________________________
(Exact name of registrant as specified in its charter)
| Federally Chartered Corporation | 000-51395 | 25-6001324 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 601 Grant Street, Pittsburgh, Pennsylvania | 15219 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 412-288-3400 |
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2015, the Governance and Public Policy Committee ("Governance Committee") of the Federal Home Loan Bank of Pittsburgh ("Bank") Board of Directors ("Board"), as authorized by the Bank’s Board, reviewed the results of the recent Pennsylvania Member Director and non-member Independent Directors election by stockholders of the Bank that concluded on November 13, 2015. The two nominations for the two open Delaware Member Director seats were also considered.
Following its review of the election results the Governance Committee declared the following nominees elected or re-elected (as applicable) to serve 4-year terms on the Board, beginning January 1, 2016 and ending December 31, 2019:
Pennsylvania Member Director
Mr. William C. Marsh, President and Chief Executive Officer of The Farmers National Bank of Emlenton.
Independent Directors
Mr. John K. Darr, retired. Mr. Darr serves as a Trustee, The Advisors’ Inner Circle fund and a director of the West Rehoboth Land Trust.
Ms. Pamela H. Godwin, President, Change Partners, Inc.
There were only two nominees for the two open Delaware Member Director seats. In accordance with the Federal Housing Finance Agency (Finance Agency) Director Election Regulation at 12 C.F.R. 1261.8(c), since the number of nominees for each open member directorship for Delaware equaled the number of directorships to be filled, the nominees were deemed to be elected without further action. The nominees deemed to be re-elected and elected to serve 4-year terms beginning January 1, 2016 and ending December 31, 2019 are:
Delaware Member Directors
Pamela C. Asbury, Vice President Genworth Life Insurance Company.
Gerald P. Plush, Senior Executive Vice President Santander Bank, N.A.
Attached as Exhibit 99.1 is a press release issued by the Bank announcing the results of the election. The election of the Pennsylvania Member Director and the non-member Independent Directors took place in accordance with the terms of the Federal Home Loan Bank Act and Finance Agency Regulations. No in-person meeting of the members was held. The Board has not yet determined on which committees the Pennsylvania Member Director, Independent Directors or Delaware Member Directors will serve beginning in 2016. All directors serving on the Bank's Board for 2016 will receive compensation under the Bank's 2016 Directors’ Compensation Policy. Director compensation is subject to the terms of Finance Agency Regulations and is also subject to Finance Agency review.
The Bank is a cooperative, and most of the Bank’s business is conducted with its members. In the normal course of its business, the Bank extends credit to and transacts other business with members whose officers or directors may serve as Member Directors of the Bank. It is the Bank’s policy to extend credit to and transact other business with members having directors or officers serving on the Bank’s Board on terms and conditions that are no more favorable than the terms of comparable transactions with similarly situated members having no Board representation. In addition, the Bank may have transactions with Independent Directors as well. For further information regarding such transactions, including information regarding related person transactions as defined in 17 C.F.R. 229.404(a), see Item 13 of the Bank’s 2014 Annual Report on Form 10-K filed with the SEC.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 20, 2015, the Governance Committee declared the voting results for the 2015 election of a Pennsylvania Member Director and non-member Independent Directors as well as deemed elected the two nominees for the two open Delaware Member Director seats, as described above in Item 5.02 of this Current Report. Complete voting results are included in the Bank's letter to members dated November 23, 2015, attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K are a copy of the Bank’s press release and letter to members dated November 23, 2015 regarding the results of the director election. The information being furnished pursuant to Item 7.01 on this Current Report on Form 8-K and the information contained in Exhibit 99.1 and Exhibit 99.2 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.
99.1 Press Release dated November 23, 2015 issued by the Bank
99.2 November 23, 2015 Letter to Members Regarding 2015 Director Elections
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 Pittsburgh | ||||
| November 23, 2015 | By: |
/s/ Dana A. Yealy
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| Name: Dana A. Yealy | ||||
| Title: Managing Director, General Counsel & Corporate Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release dated November 23, 2015 issued by the Bank | |
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99.2
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November 23, 2015 Letter to Members Regarding 2015 Election of Directors |
Press Release
| FOR IMMEDIATE RELEASE |
Contact: Terri McKay, FHLBank Pittsburgh: 412-288-2830; cell 412-523-8511
Tmckay@fhlb-pgh.com
FHLBank Pittsburgh Announces Results in Board Election
PITTSBURGH, November 23, 2015 – The Federal Home Loan Bank of Pittsburgh (FHLBank) today announced the results of its recent election. The election included two member director positions for Delaware, one member director position for Pennsylvania, and two independent director positions. Three incumbent directors were elected, and in Delaware, where there were two nominees for two directorships, both were deemed to be elected; one was a new director and one was an incumbent. All five will serve four-year terms beginning January 1, 2016.
Delaware Member Directors – The new director, deemed to be elected, is Gerald P. Plush, Chief Financial Officer of Santander Holdings USA, Inc. and Senior Executive Vice President of Santander Bank, N.A. He is a member of the Santander US Executive Committee and a Member of the Board of Directors of Santander Consumer USA Holdings Inc. Prior to joining Santander, Mr. Plush served as President and Chief Operating Officer of Webster Bank, where he previously served as CFO and Chief Risk Officer and was a member of the Board of Directors. Prior to Webster Bank, he worked at MBNA America, most recently as Senior Executive Vice President and Managing Director for corporate development and acquisitions, where he also previously served in a number of senior roles, including as CFO. Mr. Plush holds a Bachelor of Science degree in Accounting from St. Joseph’s University in Philadelphia. He is a certified public accountant and a certified management accountant.
Pamela C. Asbury, Vice President of Genworth Life Insurance Company, Genworth Life and Annuity Insurance Company, and Genworth Life Insurance Company of New York, is the incumbent director deemed to be elected.
Pennsylvania Member Director – FHLBank’s members elected incumbent member director William C. Marsh, Chairman, President and Chief Executive Officer of The Farmers National Bank of Emlenton in Emlenton, Pa.
Independent Directors – FHLBank’s members elected two incumbent directors to nonmember independent director positions: John K. Darr, Trustee, The Advisors’ Inner circle fund in Oaks, Pa. and Director, West Rehoboth Land Trust, Rehoboth Beach, De. along with Pamela H. Godwin, President, Change Partners, Inc. in Havertown, Pa.
Other Directors Serving on the FHLBank Pittsburgh Board of Directors – In addition to the directors-elect listed above, FHLBank Pittsburgh’s Board of Directors for 2016 includes the following members: Patrick A. Bond, Chairman; Glenn R. Brooks, Rev. Luis A. Cortés, Jr.; Brian A. Hudson; Charlotte B. McLaughlin; Lynda A. Messick; John S. Milinovich; Charles J. Nugent; Bradford E. Ritchie; Frederick E. Schea; Patrick J. Ward and Angela J. Yochem.
As an intermediary between global capital markets and local lenders, FHLBank Pittsburgh provides readily available liquidity, as well as affordable housing and community development opportunities, to member financial institutions of all sizes in Delaware, Pennsylvania and West Virginia. The Bank is one of 11 banks in the Federal Home Loan Bank System, which was established by Congress in 1932 and serves as a reliable source of funds for housing, jobs and economic growth in all economic cycles.
# # #
November 23, 2015
Dear Member,
The Federal Home Loan Bank of Pittsburgh (“FHLBank”) is pleased to announce the winners of the 2015 Board of Directors Election. Pennsylvania members elected one Member Director, and Delaware, Pennsylvania, and West Virginia members voted to elect two Independent Directors.
MEMBER DIRECTOR ELECTION
The individual elected to fill the expiring Pennsylvania directorship was:
Pennsylvania
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| The individual elected to fill the expiring Pennsylvania directorship was: |
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William C. Marsh
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Farmers National Bank of Emlenton | |
Chairman, President and CEO
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612 Main St Drawer D | |
| Emlenton, PA 16373 | ||
| FHFA ID # 11211 | ||
Mr. Marsh shall serve a four-year term beginning on January 1, 2016 and ending on December 31, 2019. Of the 226 Pennsylvania members eligible to vote in this election, 137 cast a ballot. The total number of votes eligible to be cast for any one Pennsylvania Member Director nominee in this election was 4,426,534. The following summary provides the number of votes cast for each nominee:
| Nominee | Votes Cast | |||
William C. Marsh |
1,967,688 | |||
James R. Biery |
1,087,501 | |||
Gerard M. Thomchick |
60,754 | |||
J. Daniel Moon, IV |
55,409 | |||
Delaware
The following individuals were deemed elected to fill the open Delaware directorships:
| Pamela C. Asbury Vice President |
Genworth Life Insurance Co. 2711 Centerville Road Wilmington, DE 19808 FHFA ID # 54798 |
| Gerald P. Plush Senior Executive Vice President |
Santander Bank, N.A. 824 N. Market Street Wilmington, DE 19801 FHFA ID # 4410 |
Pursuant to 12 C.F.R. §1261.8(c), because the number of nominees for Member Directorships in Delaware was equal to or fewer than the number of directorships to be filled in this year’s election, those nominees are considered automatically elected. Thus, due to the Bank receiving only two nominations for each of the open Board seats in Delaware, there was not a Member Director election in Delaware. Both Ms. Asbury and Mr. Plush shall serve four-year terms beginning on January 1, 2016 and ending on December 31, 2019.
INDEPENDENT DIRECTOR ELECTION
The FHLBank held a district-wide election to fill two expiring Independent Directorships. The following individuals were elected:
Mr. John K. Darr
Trustee, The Advisors’ Inner Circle Fund
Director, West Rehoboth Land Trust
Ms. Pamela H. Godwin
President, Change Partners, Inc.
Mr. Darr and Ms. Godwin shall serve four-year terms beginning on January 1, 2016 and ending on December 31, 2019. Of the 304 members district-wide eligible to vote in this election, 159 cast a ballot in the Independent Director Election. The total number of votes eligible to be cast for each of the Independent Director nominees in this election was 7,446,951. The following summary provides the number of votes cast:
| Nominee | Votes Cast | |||
John K. Darr |
4,410,061 | |||
Pamela H. Godwin |
4,399,830 | |||
Please note that pursuant to Federal Housing Finance Agency regulation, members who vote cast all of their shares of Bank stock that they were required to hold as of December 31, 2014 for each open Directorship to be filled up to the applicable state average. For this reason, each Pennsylvania member was eligible to vote their shares one time for Member Director candidates and one time for the Independent Director candidates. Delaware and West Virginia members were eligible to vote their shares one time for the Independent Director candidates.
Sincerely,
Dana A. Yealy
Managing Director, General Counsel
and Corporate Secretary