TMCnet News
FEDERAL HOME LOAN BANK OF DES MOINES FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Deemed Election of Certain Member Director On September 23, 2014, Mr. Eric A. Hardmeyer, president and chief executive officer of Bank of North Dakota in Bismarck, North Dakota, was declared elected by the Federal Home Loan Bank of Des Moines ("Bank") to serve as a member director of the Bank for a four-year term commencing January 1, 2015. Mr. Hardmeyer is an incumbent member director representing North Dakota with his current term expiring December 31, 2014. The 2015 board committees on which Mr. Hardmeyer will be named to serve has not yet been determined as of the date of this filing. Legal Framework for the Deemed Election The election of Mr. Hardmeyer took place in accordance with the rules governing the election of Federal Home Loan Bank member directors specified in the Federal Home Loan Bank Act of 1932, as amended ("Bank Act"), and the related regulations of the Federal Housing Finance Agency ("Finance Agency"). Finance Agency regulations provide that if the number of eligible nominations for member directorships is equal to or fewer than the number of member directorships to be filled, balloting is unnecessary and such nominees are deemed elected upon notice to the Bank's members in the relevant state. On September 23, 2014, the Bank sent notice of the deemed election of Mr. Hardmeyer to its North Dakota members. Compensation of Directors for 2015 The Bank expects to compensate Mr. Hardmeyer in accordance with the Bank's 2015 Director Fee Policy, a policy that has not yet been adopted. Directors are also eligible to be reimbursed for reasonable travel, subsistence and other related expenses incurred in connection with service as a Bank director. Certain Relationships, Related Transactions, and Director Independence 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 2013 Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 11, 2014. Item 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1 to this Form 8-K is a copy of a member announcement dated September 23, 2014, regarding Mr. Hardmeyer's re-election, as well as the commencement of the Bank's 2014 director election for member and independent directorship seats to be filled for terms beginning January 1, 2015. The information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. Exhibit Number 99.1 Member Announcement, dated September 23, 2014, issued by the Bank. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |