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
September 23, 2023
Date of Report (date of earliest event reported)
FEDERAL HOME LOAN BANK OF ATLANTA
(Exact name of registrant as specified in its charter)
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| Federally chartered corporation United States | 001-51845 | 56-6000442 | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| |
| 1475 Peachtree Street, NE | Atlanta | Georgia | 30309 | |
(Address of principal executive offices)
(404) 888-8000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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))
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.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2023, the Federal Home Loan Bank of Atlanta (“Bank”) declared elected to the Bank’s board of directors (“Board”) the following individuals in the Bank’s 2023 election of directors:
•Kim Casiano, Director, Ford Motor Company and Mutual of America, Winter Park, FL, was elected to fill an independent directorship; and
•John Rucker, Managing Director, Stifel, Nicolaus & Company, Incorporated, Montgomery, AL, an incumbent director, was re-elected to fill an independent directorship.
As previously reported by the Bank in its Current Report on Form 8-K filed on August 21, 2023, Mr. R. Thornwell Dunlap, III, chair and president and chief executive officer of Countybank, Greenwood, SC has been deemed re-elected to fill the member directorship of the Bank designated for South Carolina without further action upon notice to the members in that State, pursuant to applicable Federal Housing Finance Agency ("Finance Agency") regulations.
Ms. Casiano, Mr. Rucker and Mr. Dunlap, together, are herein referred to as the “Directors-elect”.
Each of the Directors-elect will begin serving a four-year term on January 1, 2024. The Board has not yet determined on which committees each of the foregoing Directors-elect will serve beginning in 2024. The Bank conducted the director elections in accordance with the provisions of the Federal Home Loan Bank Act (“Bank Act”) and the rules and regulations of the Finance Agency.
Pursuant to the Bank Act and Finance Agency regulations, the Bank’s member directors serve as officers or directors of a member of the Bank. The Bank is a cooperative and conducts business primarily with its members, who are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Bank Act and Finance Agency regulations, the Bank also issues consolidated obligations through the Office of Finance, maintains a portfolio of short-term and long-term investments, enters into derivative transactions, and provides certain cash management and other services, in each case with members, housing associates, or other third parties of which directors may serve as officers or directors. All such transactions are made in the ordinary course of the Bank’s business and are subject to the same Bank policies as transactions with the Bank’s members, housing associates, and third parties generally. For further information, see “Item 13 - Certain Relationships and Related Transactions, and Director Independence” of the Bank’s 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The Bank expects that all directors serving on the Board in 2024 will receive compensation under the Bank’s 2024 Directors’ Compensation Policy, when finalized. It is also expected they will be entitled to participate in the Bank’s Non-qualified Deferred Compensation Plan, under which each Bank director may defer all or a portion of the amount of his or her compensation. The form and amount of director compensation, including for the Directors-elect, is subject to approval by the Board and is subject to the Bank Act and Finance Agency regulations.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Bank’s 2023 election of directors was conducted by direct ballot and not through the solicitation of proxies or at a stockholders meeting. On September 23, 2023, the Board declared the final voting results for the 2023 director election as described in Item 5.02 of this Current Report.
Member Director Election
As discussed in Item 5.02 of this Current Report, since Mr. Dunlap was the only nominee for the South Carolina member directorship, a vote was not required in those elections and Mr. Dunlap was deemed elected upon notice to the members in that State.
Independent Director Election
As discussed in Item 5.02 of this Current Report, the Bank conducted an election for two at-large independent member directors. Under Finance Agency regulations, a candidate for an independent directorship must receive at least 20 percent of the number of votes eligible to be cast in the election to be elected when the number of nominees is equal to the number of independent directorships to be filled in an election. There were two nominees and two independent directorships to be filled in this election. The results of the vote for the independent directorships are as follows:
| | | | | | | | |
| Total Number of Members Eligible to Vote | 797 |
| Total Number of Eligible Votes | 11,381,941 |
| Finance Agency 20% Threshold Requirement | 2,276,388 |
| Total Number of Members Voting | 208 |
| Total Number of Votes Cast | 3,513,727 |
| Name | Affiliation | Number of Votes Received |
Kim Casiano (elected) | Director, Ford Motor Company and Mutual of America | 2,935,361 |
John Rucker (elected) | Managing Director, Stifel, Nicolaus & Company, Incorporated | 3,302,006 |
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 Atlanta |
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| Date: September 25, 2023 | | | |
| | | By:/s/ Andrew S. Locker |
| | | Andrew S. Locker |
| | | General Counsel, Corporate Secretary and Director of Compliance |
