Federal Home Loan Bank of Boston

SEC EDGAR
ARF'a sor
8-K, Önemli Olay Bildirimi
Önemli bildirim

Yönetici veya Yönetim Kurulu Değişikliği, Genel Kurul Oylama Sonuçları, Finansal Tablolar ve Ekler

Bildirim maddeleri

Madde 5.02
Yönetici veya Yönetim Kurulu Değişikliği
Önemli
Madde 5.07
Genel Kurul Oylama Sonuçları
Madde 9.01
Finansal Tablolar ve Ekler

Bildirim metni

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
These elections took place in accordance with the rules governing the election of Federal Home Loan Bank directors specified in the Federal Home Loan Bank Act of 1932 (the Act) and the related regulations (the Applicable Regulations) of the Federal Housing Finance Agency (FHFA), the Bank's primary regulator. For a description of the Bank's director election process, see Item 10 - Directors, Executive Officers and Corporate Governance of the 2025 Annual Report.
The Board declared the following individuals elected as member directors (the Member Directors-elect):
• Christopher J. Logan, president and chief executive officer of Bank of New Hampshire in Laconia, New Hampshire, elected to fill a member directorship designated for the State of New Hampshire; and
• Caroline R. Carpenter, president and chief executive officer of National Bank of Middlebury in Middlebury, Vermont, elected to fill a member directorship designated for the State of Vermont.
In addition, after reviewing the results of the members' votes in the independent director election, the Board declared the following individuals elected as independent directors, with Mr. Tourigny elected as a public interest independent director (together with Member Directors-elect, the Directors-elect):
• Duncan Barnard, chief internal auditor of CLS Bank in New York, New York; and
• Robert Tourigny, executive director of NeighborWorks Southern New Hampshire in Manchester, New Hampshire.
The Board has not yet determined on which committees the Directors-elect will serve in 2027. The Bank expects to compensate the Directors-elect under the 2027 Director Compensation Policy.
Pursuant to the Applicable Regulations, the Bank's member directors, including Member Directors-elect, serve as officers or directors of Bank members. The Bank is a cooperative and conducts business primarily with its members, which are required to own capital stock in the Bank as a prerequisite to transacting certain business with the Bank. Subject to the Act and the Applicable Regulations, the Bank may conduct business with members whose officers or directors serve on the Board, including:
• extending credit in the ordinary course of business to such members, on market terms that are no more favorable to such members than the terms of comparable transactions with other members;
• purchasing short- and long-term investments, at market rates, from such members or their affiliates;
• entering into interest-rate-exchange agreements on market terms with affiliates of such members as counterparties; and
• providing affordable housing benefits in conjunction with such members, or affiliates of such members, on terms and conditions that are no more favorable to such members than the terms and conditions of comparable transactions with other members.
All of the foregoing 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 2025 Annual Report.
On October 23, 2026, the Board approved the Director Compensation Policy - 2027 (the 2027 Director Compensation Policy), pursuant to which the Bank expects to compensate its directors for 2027, including any newly elected directors.
Summary . The 2027 Director Compensation Policy provides for fees paid for attendance at board and committee meetings and retainers paid in arrears at the end of each quarter. The policy provides for maximums on total director compensation and potential reduction based on attendance and performance.
Attendance Fees . The following table sets forth the attendance fees.
Per Board Meeting Per Committee Meeting Virtual Attendance Maximum Attendance Fees Chair $13,680 $2,960 $1,770 $110,000 Vice Chair $11,830 $2,960 $1,770 $94,700 Audit, Human Resources & Compensation, and Risk Committee Chairs $11,420 $2,960 $1,770 $91,400 Other Committee Chairs $10,770 $2,960 $1,770 $86,210 Other Directors $9,710 $2,960 $1,770 $82,000
Quarterly Retainers . The following table sets forth the quarterly retainers.
Quarterly Retainer Annual Retainer Chair $13,750 $55,000 Vice Chair $11,825 $47,300 Audit, Human Resources & Compensation, and Risk Committee Chairs $11,400 $45,600 Other Committee Chairs $11,000 $44,000 Other Directors $10,250 $41,000
Maximum Compensation . The following table sets forth maximum director compensation.
Maximum Attendance Fees Maximum Retainer Total Maximum Compensation Chair $110,000 $55,000 $165,000 Vice Chair $94,700 $47,300 $142,000 Audit, Human Resources & Compensation, and Risk Committee Chairs $91,400 $45,600 $137,000 Other Committee Chairs $86,210 $44,000 $130,210 Other Directors $82,000 $41,000 $123,000
The Bank will also pay/reimburse directors for reasonable expenses related to the directors' attendance at Board meetings.
Reduction in Compensation Based on Attendance and Performance . The Board may vote to reduce or eliminate a director's final quarterly retainer payment if (i) the director has not attended at least 75% of all regular and special meetings of the Board and the committees on which the director served during the year, or (ii) the Board determines the director has consistently demonstrated a lack of engagement and participation in meetings attended.
The foregoing description of the 2027 Director Compensation Policy is qualified in its entirety by reference to the copy of the 2027 Director 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 his or her compensation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Director Election was conducted online. No in-person meeting of the members was held in connection with the Annual Director Election. The Board declared the results final on October 23, 2026, as described in Item 5.02 of this Current Report.
As discussed in Item 5.02 of this Current Report, the Bank conducted an election for one member director for the State of New Hampshire and another for the Sate of Vermont. The following is a tally of the vote for those directorships:
New Hampshire Number of NH Members Voting in Election (Total Ballots Received) 22 Percent of NH Members Voting in Election 68.8%
Total Number of Eligible Votes in NH (Potential for one position) 417,333
Member Number of Votes Received Christopher J. Logan ( elected ) President and Chief Executive Officer Bank of New Hampshire, Laconia, NH 187,680 Jason C. Hicks Executive Vice President and Chief Financial Officer Meredith Village Savings Bank, Meredith, NH 101,236
Vermont Number of VT Members Voting in Election (Total Ballots Received) 12 Percent of VT Members Voting in Election 38.7% Total Number of Eligible Votes in VT (Potential for one position) 290,351
Member Number of Votes Received Caroline R. Carpenter ( elected ) President and Chief Executive Officer National Bank of Middlebury, Middlebury, VT 136,150 Christopher L. Caldwell President and Chief Executive Officer Community National Bank, Newport, VT 1,441
As discussed in Item 5.02 of this Current Report, the Bank conducted elections for two independent directors, with one of those being a public interest independent directorship. Under the Applicable Regulations, in an election for an independent directorship, when the number of nominees is equal to the number of independent directorships to be filled, a candidate for an independent directorship must receive at least 20 percent of the number of votes eligible to be cast in the election in order to be elected. The results of the votes for the independent director candidates are as follows:
INDEPENDENT Number of Members Voting in Election (Total Ballots Received) 116 Total Number of Eligible Votes (Potential) 7,996,160 20% Threshold Requirement 1,599,232
Name Affiliation Number of Votes Received
Duncan Barnard Chief Internal Auditor CLS Bank, New York, NY 2,249,222 Robert Tourigny ( elected to public interest independent directorship )
Executive Director NeighborWorks Southern New Hampshire, Manchester, NH 2,376,855
Metin SEC EDGAR'daki resmi belgeden alındı, İngilizce aslı korundu.

Resmi belge

Federal Home Loan Bank of Boston, 8-KSEC EDGAR dosya no 000133146326000207
Belgeyi görüntüle