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 9, 2017 |
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))
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.
Member Election of Directors
On November 9, 2017, 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 Director election by stockholders of the Bank that concluded on November 6, 2017.
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, 2018 and ending December 31, 2021:
Pennsylvania Member Directors
Glenn E. Moyer, Director
Univest Bank and Trust Company
Charles J. Nugent
Vice President, Fulton Bank, N.A.
Independent Directors
Rev. Luis A. Cortés, Jr., President and CEO
Esperanza (re-elected as a Public Interest Independent Director)
Thomas H. Murphy, Vice President of Information Technology and Chief Information Officer
University of Pennsylvania
Attached as Exhibit 99.1 is a press release issued by the Bank announcing the results discussed above. The election of the Pennsylvania Member Directors and the non-member 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 Pennsylvania Member Directors and Independent Directors will serve beginning in 2018. All directors serving on the Bank's Board in 2018 will receive compensation under the Bank's 2018 Directors’ Compensation Policy when finalized. Director compensation is subject to the terms of Finance Agency Regulations and Finance Agency review and non-objection.
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 2016 Annual Report on Form 10-K filed with the SEC
Item 5.07 Submission of Matters to a Vote of Security Holders.
The election of Pennsylvania Member Directors and the re-election of incumbent Independent Directors Cortés and Murphy were conducted electronically. No in-person shareholder meeting was held. On November 9, 2017, the Governance Committee declared the voting results for the 2017 election of Pennsylvania Member Directors and non-member Independent Directors 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 10, 2017, 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 10, 2017 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.
(c) Exhibits
Exhibit Number
99.1 Press Release dated November 13, 2017 issued by the Bank
99.2 November 10, 2017 Letter to Members Regarding 2017 Director Elections
Exhibit Index
Exhibit No. | Description | |
99.1 | Press Release dated November 13, 2017 issued by the Bank | |
99.2 | November 10, 2017 Letter to Members Regarding 2017 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 13, 2017 | By: | /s/ Dana A. Yealy | ||
Name: Dana A. Yealy | ||||
Title: Managing Director, General Counsel & Corporate Secretary |