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 15, 2022
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FEDERAL HOME LOAN BANK OF SAN FRANCISCO
(Exact name of registrant as specified in its charter)
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| Federally chartered corporation | | 000-51398 | | 94-6000630 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
333 Bush Street, Suite 2700
San Francisco, CA 94104
(Address of principal executive offices, including zip code)
(415) 616-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | 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 Securities Exchange Act of 1934:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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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.
On November 15, 2022, the Federal Home Loan Bank of San Francisco ("Bank") completed its director election process for both nonmember independent and member directorships with four-year terms beginning on January 1, 2023.
In an at-large election, the participating members of the Bank elected nonmember independent director Gary L. Trujillo, to a new term on the Bank's board. In addition, the participating Arizona members of the Bank re-elected incumbent Arizona member Director Brian M. Riley, Director, Oxford Life Insurance Company, Phoenix, Arizona to a new term as the Arizona member director on the Bank's board, and participating California members of the Bank elected Chang M. Liu, President and CEO, Cathay Bank, Los Angeles, California, to a new term as a California member director on the Bank's board. The Bank's board usually appoints directors to its committees in December each year. In accordance with Federal Housing Finance Agency regulations, compensation for service on the Bank's board for these directors will be subject to the Bank's annual Director Compensation and Expense Reimbursement Policy.
The Bank issued a press release announcing the election results. The press release is furnished as Exhibit 99.1 to this report. The information contained in Exhibit 99.1 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 expressly set forth by specific reference in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Bank's 2022 director elections were conducted online. No in-person meeting of the members was held. With respect to the at-large election, one candidate, Gary L. Trujillo, President and CEO, Southwest Harvard Group, LLC, Phoenix, Arizona, and Executive Chairman, Standard Printing Company, Inc., was nominated by the Bank’s board to run for the nonmember independent director position. Of the 331 institutions eligible to vote in the at-large election, 190 participated, casting a total of 5,566,189 votes. Mr. Trujillo was elected, having received all of the votes cast (representing 45.59% of total eligible voting shares).
Institutions eligible to vote in the 2022 Arizona member director elections nominated two candidates for the Arizona member director position to be filled in the 2022 Arizona member director elections. Of these two candidates, incumbent Arizona member director Brian M. Riley, Director, Oxford Life Insurance Company, Phoenix, Arizona, received the most votes cast and was elected. Of the 39 institutions eligible to vote in the 2022 Arizona member director election, 33 participated, casting a total of 697,235 votes, of which Mr. Riley received 491,979 votes, and Mr. Ojeh received 205,256 votes.
The table below shows the number of votes that each candidate received in the 2022 election for the Arizona member director position:
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| Name | Member | Votes |
| Zeek Ojeh | Treasurer, Board of Directors, Arizona Federal Credit Union, Phoenix, Arizona (FHFA Id 52261) | 205,256 |
| Brian M. Riley | Director, Oxford Life Insurance Company, Phoenix, Arizona (FHFA Id 55377) | 491,979 |
Institutions eligible to vote in the 2022 California member director elections nominated three candidates for one California member director position to be filled in the 2022 California member director elections. Of these three candidates, Chang M. Liu, President and CEO, Cathay Bank, Los Angeles, California, received the most votes cast and was elected. Of the 272 institutions eligible to vote in the 2022 California member director election, 152 participated, casting a total of 6,665,704 votes, of which Mr. Liu received 4,873,089 votes, Ms. Varela received 1,043,519 votes and Mr. Bystry received 749,096 votes.
The table below shows the number of votes that each candidate received in the 2022 election for the California member director position:
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| Name | Member | Votes |
| Douglas J. Bystry | President and Chief Executive Officer, Clearinghouse CDFI, Lake Forest, California (FHFA Id 54943) | 749,096 |
| Chang M. Liu | President and CEO, Cathay Bank, Los Angeles, California (FHFA Id 10611) | 4,873,089 |
| Virginia A. Varela | GPB Division President and Head of Community Banking, SOFI Bank, N.A., Sacramento, California (FHFA Id 13877) | 1,043,519 |
Item 9.01 Financial Statements and Exhibits.
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.
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| Federal Home Loan Bank of San Francisco |
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| Date: November 17, 2022 | By: | /s/ Teresa Bryce Bazemore |
| | Teresa Bryce Bazemore President and Chief Executive Officer |
