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
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| Date of Report (Date of earliest event reported): | | April 4, 2024 | (April 1, 2024) |
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.
2024 Incentive Compensation Plan
On April 1, 2024, the Federal Home Loan Bank of Cincinnati (FHLB) received a non-objection letter from the Federal Housing Finance Agency (FHFA) regarding the FHLB’s 2024 Incentive Compensation Plan (2024 Incentive Plan). The 2024 Incentive Plan had previously been approved by the FHLB’s Human Resources, Compensation & Inclusion Committee and the Board of Directors (Board), subject to receipt of FHFA non-objection. The 2024 Incentive Plan is effective retroactively to January 1, 2024. The 2024 Incentive Plan provides incentive compensation arrangements for certain FHLB employees, including the FHLB’s chief executive officer, chief financial officer and other named executive officers.
At its November and December 2023 and March 2024 meetings, the Board considered and approved the 2024 Incentive Plan goals, incentive weights, performance measures corresponding to each goal, and award opportunity for each executive. The 2024 Incentive Plan goals and incentive weights for the FHLB’s executives are set forth below.
2024 Incentive Plan Goals
| | | | | |
| Franchise Value Promotion | |
| Diversity, Equity and Inclusion Strategic Plan Achievement | Weight: 10.0% |
| Strategic Initiatives | Weight: 10.0% |
| Mission Assets and Activities | |
| Mission Assets and Activities Participation | Weight: 10.0% |
| Core Mission Assets and Activities Ratio | Weight: 5.0% |
| Housing Mission | Weight: 30.0% |
| Stockholder Risk/Return | |
| Change in Market Value of Equity | Weight: 15.0% |
| Profitability | Weight: 20.0% |
In setting the performance measures for the 2024 Incentive Plan, the Board reviewed the results against target for 2023 and considered relevant aspects of the FHLB’s strategic business plan and financial outlook for 2024, including the expected interest rate environment and member demand for Advances.
For additional information concerning the FHLB’s incentive compensation structure, see Part III, Item 11. “Executive Compensation” in the 2023 Annual Report on Form 10-K.
The above description of the 2024 Incentive Plan is qualified in its entirety by reference to the complete text of the plan, which is included as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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| | Federal Home Loan Bank of Cincinnati |
| April 4, 2024 | | By: | /s/ Bridget C. Hoffman |
| | | Name: Bridget C. Hoffman |
| | | Title: Senior Vice President, General Counsel |
Exhibit Index
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| Exhibit No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
