UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 28, 2011
FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)
Federally chartered corporation | | 000-51402 | | 04-6002575 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
111 Huntington Avenue
Boston, MA 02199
(Address of principal executive offices, including zip code)
(617) 292-9600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
On October 29, 2010, the Federal Home Loan Bank of Boston’s (the Bank’s) board of directors (the Board) declared that Peter Crosby, A. James Lavoie, Joan Carty, and Patrick Clancy had been re-elected and Kenneth A. Wilman, Jr. and Emil Ragones had been newly elected to the Board for a term commencing on January 1, 2011, which the Bank reported via Current Report on Form 8-K filed with the Securities and Exchange Commision (the SEC) on October 29, 2010. On December 17, 2010, the Board elected John F. Treanor to fill the remainder of the term of a vacant member directorship commencing on January 1, 2011, which the Bank reported via Current Report on Form 8-K filed with the SEC on December 22, 2010. Board committee assignments for 2011 had not been made and the Bank’s 2011 Board of Directors Compensation Policy (the 2011 Compensation Policy) had not yet b een approved at the time of either election. The Bank is filing this Form 8-K/A to report the directors’ committee assignments and expected compensation for all directors, including the elected directors, for 2011.
On January 28, 2011, the Bank’s board of directors approved the following committee assignments for all directors:
EXECUTIVE COMMITTEE
Chair: Jan A. Miller
Vice Chair: Jay F. Malcynsky
Andrew J. Calamare
Patrick E. Clancy
Steven A. Closson
John Goldsmith
Cornelius K. Hurley
Mark E. Macomber
Kevin McCarthy
AUDIT COMMITTEE
Chair: Andrew J. Calamare
Vice Chair: Emil J. Ragones
Patrick E. Clancy
Gerald T. Mulligan
John F. Treanor
FINANCE COMMITTEE
Chair: Kevin M. McCarthy
Vice Chair: Cornelius K. Hurley
John Goldsmith
Mark E. Macomber
Emil J. Ragones
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GOVERNANCE/GOVERNMENT RELATIONS COMMITTEE
Chair: Steven A. Closson
Vice Chair: Jay F. Malcynsky
Andrew J. Calamare
Gerald T. Mulligan
John F. Treanor
HOUSING & COMMUNITY DEVELOPMENT COMMITTEE
Chair: Patrick E. Clancy
Vice Chair: Joan Carty
Peter F. Crosby
Kevin M. McCarthy
Kenneth A. Wilman Jr.
PERSONNEL COMMITTEE
Chair: Mark E. Macomber
Vice Chair: A. James Lavoie
Joan Carty
Steven A. Closson
Jay F. Malcynsky
RISK COMMITTEE
Chair: John Goldsmith
Vice Chair: Peter F. Crosby
Cornelius K. Hurley
A. James Lavoie
Kenneth A. Wilman Jr.
AD HOC REMEDIATION COMMITTEE
Chair: Cornelius K. Hurley
Andrew J. Calamare
Patrick E. Clancy
John Goldsmith
Jay F. Malcynsky
The chair of the Board is an ex-officio member of all committees of the Board. This designation includes all of the privileges of committee membership, including the right to make motions and vote. However, the chair is not counted in determining if a quorum is present at a committee meeting.
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Director Compensation
Directors will be compensated in accordance with the 2011 Compensation Policy, certain details of which are set forth in the following table.
| | 2011 Director
Compensation | |
| | | |
Fee per board meeting | | | |
Chair of the board | | $ | 7,750 | |
Vice chair of the board | | 7,000 | |
Audit committee chair | | 7,000 | |
Other committee chairs | | 6,300 | |
All other board members | | 5,575 | |
| | | |
Fee per committee meeting | | 2,000 | |
Fee per telephonic conference call | | 1,325 | |
| | | |
Annual maximum compensation amounts | | | |
Chair of the board | | 60,000 | |
Vice chair of the board | | 55,000 | |
Audit committee chair | | 55,000 | |
Other committee chairs | | 50,000 | |
All other board members | | 45,000 | |
| | | | |
The foregoing description of the 2011 Compensation Policy is qualified in its entirety by reference to the copy of the 2011 Compensation Policy included herein as Exhibit 10.1 and incorporated herein by reference.
Directors are entitled to participate in the Bank’s nonqualified, unfunded deferred compensation plan, under which each Bank director has the opportunity to defer all or a portion of the amount of compensation.
Each director will be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with the performance of his/her duties.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
10.1 Federal Home Loan Bank of Boston 2011 Director Compensation Policy
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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 Boston |
| |
Date: February 3, 2011 | By: | /s/Frank Nitkiewicz |
| | Frank Nitkiewicz
Executive Vice President and Chief Financial Officer |
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