UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2013
(Updating November 8, 2013 Event)
FEDERAL HOME LOAN BANK OF CHICAGO
(Exact name of registrant as specified in its charter)
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| Federally chartered corporation | 000-51401 | 36-6001019 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
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200 East Randolph Drive Chicago, Illinois | | 60601 |
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| (Address of principal executive offices) | | |
Registrant's telephone number, including area code:
(312) 565-5700
Former name or former address, if changed since last report:
Not Applicable
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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors
On November 8, 2013, the Federal Home Loan Bank of Chicago (the “Bank”) announced that E. David Locke, Steven F. Rosenbaum, Mark J. Eppli and Gregory A. White had been re-elected to the Bank’s Board of Directors (“Board”) and reported this information on the Bank’s Form 8-K dated November 8, 2013 (“Original 8-K”). At the time of filing the Original 8-K, the committees of the Board to which directors would be named for 2014 had not yet been determined and the Bank’s 2014 Board of Directors Compensation Policy had not yet been approved by the Board. The Bank is filing this Form 8-K/A to report Board committee assignments for 2014 and provide an update on expected compensation for all directors, including the re-elected directors.
Board Chairman and Vice Chairman
On December 12, 2013, the Board elected Steven F. Rosenbaum to serve as Chairman and William W. Sennholz to serve as Vice Chairman of the Board for 2014-2015.
Board Committee Assignments
On December 12, 2013, the Board approved the following committee assignments for all directors for 2014:
Executive and Governance Committee
Primary Members:
Steven F. Rosenbaum, Chairman
William W. Sennholz, Vice Chairman
Thomas M. Goldstein
Thomas L. Herlache
E. David Locke
Alternate Members:
Mary J. Cahillane
Roger L. Lehmann
Michael G. Steelman
John K. Reinke
Affordable Housing Committee
Roger L. Lehmann, Chairman
Leo J. Ries, Vice Chairman
James T. Ashworth
Edward P. Brady
Mark J. Eppli
Audit Committee
William W. Sennholz, Chairman
Diane M. Aigotti, Vice Chairman
Mary J. Cahillane
Thomas L. Herlache
John K. Reinke
Michael G. Steelman
Public Policy Committee
Michael G. Steelman, Chairman
E. David Locke, Vice Chairman
Edward P. Brady
Roger L. Lehmann
Gregory A. White
Human Resources and Compensation Committee
John K. Reinke, Chairman
Thomas M. Goldstein, Vice Chairman
Owen E. Beacom
Thomas L. Herlache
Gregory A. White
Risk Management Committee
Thomas M. Goldstein, Chairman
Mary J. Cahillane, Vice Chairman
Diane M. Aigotti
Mark J. Eppli
Arthur E. Greenbank
William W. Sennholz
Operations and Technology Committee
E. David Locke, Chairman
Arthur E. Greenbank, Vice Chairman
James T. Ashworth
Owen E. Beacom
Leo J. Ries
The Chairman of the Board is an ex officio member of all committees of the Board, as a voting member.
Director Compensation
On December 12, 2013, the Board also approved the Bank’s 2014 Board of Directors Compensation Policy, which provides that all directors, including re-elected directors, serving on the Bank’s Board will receive total annual director compensation paid as a combination of a quarterly retainer at the end of each quarter and per meeting fees. The following table sets forth the maximum amounts that Bank directors can earn on an annual basis under the policy, which are at the same levels provided for in 2013:
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| Position | Maximum Quarterly Retainers | Maximum Meeting Fees | Maximum Total Compensation |
| Chairman | $45,000 | $45,000 | $90,000 |
| Vice Chairman | 40,000 | 40,000 | 80,000 |
| Audit Committee Chairman | 40,000 | 40,000 | 80,000 |
| Committee Chairman | 37,500 | 37,500 | 75,000 |
| Director | 35,000 | 35,000 | 70,000 |
If a director does not fulfill his or her responsibility by meeting certain performance and attendance criteria set forth in the policy, the director’s compensation will be reduced below the maximum amounts shown above. No additional meeting fees will be paid to any director for their participation in any other special meetings or events on behalf of the Board or the Bank, unless such participation results in a director being absent for a Board or Board committee meeting, in which case a meeting fee will be paid. All directors are also entitled to participate in a non-qualified, unfunded, deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the compensation paid under this policy. The Bank reimburses directors for necessary and reasonable travel and related expenses associated with meeting attendance in accordance with the Bank’s employee reimbursement policy.
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 Chicago |
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| Date: December 17, 2013 | | By: /s/ Peter E. Gutzmer |
| | | Peter E. Gutzmer Executive Vice President, General Counsel and Corporate Secretary |
