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) October 22, 2019
FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)
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| Federally chartered corporation | | 000-51402 | | 04-6002575 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
800 Boylston Street
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):
☐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:
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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 October 25, 2019, the Federal Home Loan Bank of Boston's (the “Bank's”) board of directors (the “Board”) declared that John C. Witherspoon, Eric Chatman, and Emil J. Ragones had been re-elected and Edward F. Manzi, Jr. had been elected to the Board, each for a four-year term commencing on January 1, 2020 and that Dwight M. Davidsen had been elected to the Board for a one-year term commencing on January 1, 2020 (the “Director Elections”). Also on October 25, 2019, the Board approved the 2020 Director Compensation Policy, which, along with the Director Elections, the Bank reported via Form 8-K filed with the Securities and Exchange Commission on October 25, 2019 (the “Original Form 8-K”). At that time, the 2020 Board committee assignments (the “Committee Assignments”) had not been made. In December 2019, the Board elected a new Chair, Martin J. Geitz, and Vice Chair, Donna L. Boulanger. On January 22, 2020, the Board made the Committee Assignments. This Form 8-K/A amends the Original Form 8-K to disclose the Committee Assignments, which are set out below.
EXECUTIVE COMMITTEE
Chair: Martin J. Geitz
Vice Chair: Donna L. Boulanger
Joan Carty
Eric Chatman
Cornelius K. Hurley
Jay F. Malcynsky
John W. McGeorge
Emil J. Ragones
Michael R. Tuttle
AUDIT COMMITTEE
Chair: Emil J. Ragones
Vice Chair: Antoinette C. Lazarus
Andrew J. Calamare
Joan Carty
Eric Chatman
Jay Malcynsky
Edward F. Manzi, Jr.
John F. Treanor
Richard E. Wyman, Jr.
FINANCE COMMITTEE
Chair: Michael R. Tuttle
Vice Chair: Cornelius K. Hurley
Andrew J. Calamare
Patrick E. Clancy
Edward F. Manzi, Jr.
Emil J. Ragones
John F. Treanor
John C. Witherspoon
Richard E. Wyman, Jr.
GOVERNANCE/GOVERNMENT RELATIONS COMMITTEE
Chair: Jay F. Malcynsky
Vice Chair: John C. Witherspoon
Eric Chatman
Antoinette C. Lazarus
John W. McGeorge
John F. Treanor
HOUSING & COMMUNITY DEVELOPMENT COMMITTEE
Chair: Joan Carty
Vice Chair: Patrick E. Clancy
Dwight M. Davidsen
Edward F. Manzi, Jr.
Michael R. Tuttle
John C. Witherspoon
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Chair: John W. McGeorge
Vice Chair: Michael R. Tuttle
Joan Carty
Dwight M. Davidsen
Antoinette C. Lazarus
Richard E. Wyman, Jr.
RISK COMMITTEE
Chair: Eric Chatman
Vice Chair: Patrick E. Clancy
Donna L. Boulanger
Dwight M. Davidsen
Cornelius K. Hurley
Emil J. Ragones
AD HOC REMEDIATION COMMITTEE
Chair: Cornelius K. Hurley
Donna L. Boulanger
Patrick E. Clancy
Jay F. Malcynsky
The chair of the Board is an ex-officio member of all committees of the Board. However, the chair is not counted in determining the number of committee members necessary to constitute a quorum; but, if present, the chair is counted for purposes of establishing a quorum at any such committee meeting and is entitled to vote unless otherwise provided in a committee’s charter.
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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| Date: | January 22, 2020 | | Federal Home Loan Bank of Boston |
| | | | By:/s/ Frank Nitkiewicz |
| | | | Frank Nitkiewicz |
| | | | Executive Vice President and Chief Financial Officer |
