UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 6, 2013
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FEDERAL HOME LOAN BANK OF INDIANAPOLIS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Federally Chartered Corporation | 000-51404 | 35-6001443 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8250 Woodfield Crossing Blvd.
Indianapolis IN 46240
(Address of Principal Executive Offices, including Zip Code)
(317) 465-0200
(Registrant's Telephone Number, Including Area Code)
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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 |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 5.02 and 5.07. | Election of Directors |
On November 6, 2013, the Federal Home Loan Bank of Indianapolis (“Bank”) certified the results of the election of district-wide independent directors and Indiana member directors to the Board, each with terms beginning January 1, 2014, and ending on December 31, 2017. Each of the elected directors' Board Committee assignments will be determined on a December Executive/Governance Committee and Board conference call and identified in the Bank's 2013 Form 10-K filing.
Pursuant to the terms of the Federal Home Loan Bank Act and Federal Housing Finance Agency (“FHFA”) regulations, the members of the Bank elect member directors from their state to the Board from nominees who must be a director or officer of a member located in that particular state. The nominations are made by the member institutions, not by management of the Bank. Director elections are held by direct ballot and not by proxy or at a shareholder meeting. All of the elected nominees must certify that they are eligible to serve as a director in accordance with the regulations of the FHFA by completing an FHFA-prescribed eligibility certification form.
Indiana Member Director Election
Two Indiana member director seats were open. Jeffrey A. Poxon was re-elected to the first open seat, with 754,489 shares voted in his favor. Mr. Poxon is a Director of Lafayette Savings Bank, Lafayette, Indiana.
Matthew P. Forrester was re-elected to the second open seat, with 732,172 shares voted in his favor. Mr. Forrester is President & CEO of River Valley Financial Bank, Madison, Indiana.
The other member director candidates not elected in Indiana were Michael R. Barker with 292,402 shares voted; John M. Kennedy with 320,672 shares voted; and James C. Ryan II with 260,663 shares voted.
Independent Director District-Wide Election
By regulation, all individuals proposed to be nominated by the Board for independent directorships must, after consultation with the Bank's Affordable Housing Advisory Council, be reviewed by the FHFA. This review was conducted by the FHFA before the slate selected by the Board was submitted to the members for voting. Any independent director or nominee for an independent directorship must have experience in, or knowledge of, one or more of the following areas: auditing and accounting; derivatives; financial management; organizational management; project development; risk management practices; and the law. A public interest director must have more than four years' experience representing consumer or community interests in banking services, credit needs, housing, or consumer financial protections. However, there were no public interest director seats open in the 2013 election.
There were two district-wide independent director seats open. James L. Logue III was re-elected to the first open seat, with 1,804,511 shares voted in his favor. Mr. Logue is the Chief Operating Officer at Great Lakes Capital Fund in Lansing, Michigan. Michael J. Hannigan, Jr. was re-elected to the second open seat, with 1,708,424 shares voted in his favor. Mr. Hannigan is the President of The Hannigan Company in Carmel, Indiana.
Directors’ Compensation and Travel Expense Reimbursement Policy
The newly elected directors will be paid director fees in accordance with the Bank's 2014 Directors’ Compensation and Travel Expense Reimbursement Policy, which is expected be finalized at the November Board meeting. In accordance with FHFA regulations, the final 2014 Directors’ Compensation and Travel Expense Reimbursement Policy, together with all supporting materials upon which the Board relied in determining the level of compensation and expenses to pay to its directors, will be provided to the FHFA Director for review.
| Item 9.01. | Financial Statements and Exhibits |
Copies of the letters to shareholders announcing the results of the member and independent director elections, which will be emailed today, are attached as Exhibits 99.1 and 99.2 and incorporated by reference in this report. A copy of the Bank's press release dated November 6, 2013, is attached as Exhibit 99.3 to this report.
SIGNATURE
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.
Date: November 6, 2013
| FEDERAL HOME LOAN BANK OF INDIANAPOLIS | ||
| By: | /s/K. LOWELL SHORT, JR. | |
| K. Lowell Short, Jr. | ||
| Senior Vice President - Chief Accounting Officer | ||
| By: | /s/DANIEL A. LANE | |
| Daniel A. Lane | ||
| First Vice President - General Counsel | ||
EXHIBIT INDEX
Exhibit Number | Description | |
| 99.1 | Letter to Indiana shareholders announcing Indiana member and independent director district-wide election results, dated November 6, 2013 | |
| 99.2 | Letter to Michigan shareholders announcing independent director district-wide election results, dated November 6, 2013 | |
| 99.3 | Press Release dated November 6, 2013 | |