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 10, 2020

Federal Home Loan Bank of Pittsburgh

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation	000-51395	25-6001324
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
601 Grant Street, Pittsburgh, Pennsylvania		15219
(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))

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 ☐

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

On November 10, 2020, 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 2020 Election of Directors by stockholders of the Bank that concluded on November 5, 2020, to fill: (1) two Pennsylvania Member Directorships and (2) two non-member Public Interest Independent Directorships.  There were no open West Virginia or Delaware Member Directorships during this election.  

Following its review of the election results, the Governance Committee declared the following nominees elected to serve 4-year terms on the Board, beginning January 1, 2021, and ending December 31, 2024:

 
Pennsylvania Member Directors

James V. Dionise, President and CEO, Mars Bank

Brendan J. McGill, President and CEO, Harleysville Bank

 
Public Interest Independent Directors

Romulo L. Diaz, Jr., Esq., Principal, Turtle on Post LLC

Dr. Howard B. Slaughter, Jr., President and CEO, Habitat for Humanity of Greater Pittsburgh  

Mr. Diaz and Dr. Slaughter each met the qualifications set forth in 12 C.F.R. §1261.7 to serve as a Public Interest Independent Director.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by the Bank announcing the above results of the election.  The election of the Member Directors and the non-member Public Interest Independent Directors took place in accordance with the terms of the Federal Home Loan Bank Act and Federal Housing Finance Agency (“Finance Agency”) Regulations.  No in-person meeting of the members was held.  The Board has not yet determined on which committees the Member Directors and the Public Interest Independent Directors will serve beginning in 2021.  Directors serving on the Bank's Board in 2021 are eligible to receive compensation under the Bank's 2021 Directors’ Compensation Policy (“Policy”), when non-objection to the Policy is received from the Finance Agency, up to the following amounts:  (1) $142,500 for the Chair of the Board; (2) $122,500 for the Vice Chair of the Board and for each Committee Chair; and (3) $112,500 for each of the other Directors.

The Bank is a cooperative and, as such, 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 and conditions 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 2019 Annual Report on Form 10-K filed with the SEC

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 10, 2020, the Governance Committee declared the voting results for the 2020 election as described above in Item 5.02 of this Current Report on Form 8-K.  Complete voting results are included in the Bank's letter to members, dated November 12, 2020, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

Attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K are copies of the Bank’s press release and the Bank’s letter to members dated, November 12, 2020, both described above.  The information being furnished pursuant to Item 7.01 on this Current Report on Form 8-K and the information contained in Exhibits 99.1 and 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 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

99.1 Press Release, dated November 12, 2020, issued by the Bank

99.2 Letter to Members, dated November 12, 2020, regarding 2020 Director Elections

Signature(s)

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
Date:  November 12, 2020	By:	/s/ Edward V. Weller
		Edward V. Weller
		Chief Accounting Officer

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Eric M. Slomer, FHLBank Pittsburgh, 412-288-7694, eric.slomer@fhlb-pgh.com

FHLBank Pittsburgh Announces Results in 2020 Board Election

PITTSBURGH, Nov. 12, 2020 – The Federal Home Loan Bank of Pittsburgh (FHLBank Pittsburgh) today announced the results of its recent election. One new member director for Pennsylvania and one new public-interest independent director were elected. One incumbent member director for Pennsylvania and one incumbent public-interest independent director were also re-elected. All four will serve four-year terms beginning Jan. 1, 2021.

Pennsylvania Member Directors

The new director is James V. Dionise, President and Chief Executive Officer of Mars Bancorp, Inc. and its wholly owned banking subsidiary, Mars Bank, in Mars, Pennsylvania. Mr. Dionise has over 35 years of broad-based financial services industry experience. He began his tenure with Mars Bank in 2007 as Executive Vice President and Chief Operating Officer. In 2008, he was named President and Chief Executive Officer and elected to Mars Bank’s Board of Directors. Prior to joining Mars Bank, Mr. Dionise held financial executive-management-level positions with other publicly traded financial institutions, including First National Bank, Great American Federal, MBNA and PNC Bank. He graduated in 1983 from Penn State University with a Bachelor of Science degree in Accounting and became a licensed Certified Public Accountant in 1987.

The re-elected incumbent director is Brendan J. McGill, President and Chief Executive Officer of Harleysville Bank in Harleysville, Pennsylvania.

Independent Directors

The new public-interest independent director is Romulo L. Diaz Jr., Principal at Turtle on Post LLC, a Philadelphia, Pennsylvania, firm that provides nonprofit and board advisory services. Mr. Diaz has more than 40 years of legal, public policy, economic regulation and operations experience in the private and public sectors, including the Exelon Corporation, the City of Philadelphia, the U.S. Environmental Protection Agency, and the U.S. Department of Energy. He earned a Bachelor of Arts degree in Plan II Honors Program from the University of Texas at Austin, and a J.D. degree from the University of Texas School of Law. Mr. Diaz also completed security- and financing-related executive programs at Harvard University’s Kennedy School of Government, Inter-American Development Bank and The Wharton School.

The re-elected incumbent public-interest independent director is Dr. Howard B. Slaughter Jr., President and Chief Executive Officer of Habitat for Humanity of Greater Pittsburgh.

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 2021 includes the following members: Pamela C. Asbury, Glenn R. Brooks, Rev. Luis A. Cortes Jr., Angel L. Helm, Louise M. Herrle, William C. Marsh, Lynda A. Messick, Glenn E. Moyer, Thomas H. Murphy, Charles J. Nugent, Bradford E. Ritchie and Jeane M. Vidoni.

About FHLBank Pittsburgh

FHLBank Pittsburgh provides reliable funding and liquidity to its member financial institutions, which include commercial and savings banks, community development financial institutions, credit unions and insurance companies in Delaware, Pennsylvania and West Virginia. FHLBank products and resources help support community lending, housing and economic development. As one of 11 Federal Home Loan Banks established by Congress, FHLBank has been an integral and reliable part of the financial system since 1932. Learn more by visiting www.fhlb-pgh.com.

# # #

EX-99.2

[Form of Report of Election/Notice Sent to Bank Members]

MEMBER ANNOUNCEMENT –

RESULTS OF 2020 FEDERAL HOME LOAN BANK OF PITTSBURGH DIRECTOR ELECTION

The Federal Home Loan Bank of Pittsburgh (“FHLBank”) is pleased to announce the winners of the 2020 Board of Directors Election. Pennsylvania members elected two Member Directors. In the district-wide Public Interest Independent Director elections, Delaware, Pennsylvania, and West Virginia members voted to elect two Independent Public Interest Directors.¹

PENNSYLVANIA MEMBER DIRECTOR ELECTION

Pennsylvania members voted to fill two expiring Pennsylvania Member Directorships. The following individuals were elected as Pennsylvania Member Directors:

James V. DioniseMars Bank

President & CEO145 Grand Avenue

Mars, PA 16046

FHFA ID: 9438

Brendan J. McGillHarleysville Bank

President & CEO271 Main Street

Harleysville, PA 19438

FHFA ID: 7012

Messrs. Dionise and McGill shall each serve four-year terms beginning on January 1, 2021 and ending on December 31, 2024. Of the 213 Pennsylvania members eligible to vote in this election, 123 cast a ballot.

The total number of votes eligible to be cast for any one Pennsylvania Member Director nominee in this election was 5,373,157. The following summary provides the number of votes cast for each nominee:

Nominee	Votes Cast
Brendan J. McGill	2,068,637
James V. Dionise	1,798,625
Patricia A. Husic	1,330,253
Andrew W. Hasley	923,125
Robert W. McNutt	344,494
Anand Solanki	304,425
James M. Bone, Jr.	172,556

¹  The FHLBank’s Board designated the two Independent Directorships to be filled in this 2020 Director Election as Public Interest Independent Directorships.

November 12, 2020

Page 2 of 2

PUBLIC INTEREST INDEPENDENT DIRECTOR ELECTION

The FHLBank held a district-wide election for two Public Interest Independent Directors to fill two expiring Independent Directorships. The following individuals were elected:

Romulo L. (“Romy”) Diaz, Jr., Esq.

Principal – Turtle on Post LLC

Dr. Howard B. Slaughter, Jr.

President & CEO – Habitat for Humanity of Greater Pittsburgh

Mr. Diaz and Dr. Slaughter will each serve a four-year term beginning on January 1, 2021 and ending on December 31, 2024. Of the 286 members district-wide eligible to vote in this election, 143 cast a ballot in the Independent Director election.

The total number of votes eligible to be cast for each Public Interest Independent Director nominee in this election was 6,986,455. The following were the votes cast:

Nominee	Votes Cast
Romulo L. (“Romy”) Diaz, Jr., Esq.	4,378,470
Dr. Howard B. Slaughter, Jr.	4,243,395

Please note that pursuant to Federal Housing Finance Agency regulation, members who vote do so by casting all of their shares of FHLBank stock that they were required to hold as of December 31, 2019 for each open Directorship to be filled up to the applicable state average. Each Pennsylvania member was eligible to vote their shares one time for each of the two open Pennsylvania Member Directorships and once for each of the Public Interest Independent Director candidates. Delaware and West Virginia members were eligible to vote their shares once for each of the Public Interest Independent Director candidates.