8-K 1 na-8k_20201110.htm 8-K na-8k_20201110.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 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