UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 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 15, 2010 |
FEDERAL HOME LOAN BANK OF ATLANTA |
(Exact name of registrant as specified in its charter) |
Federally chartered corporation |
000-51845 |
56-6000442 |
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
1475 Peachtree Street, NE |
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Atlanta, GA 30309 |
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(Address of principal executive offices) |
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(404) 888-8000 |
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(Registrant's telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report.) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2010, the Federal Home Loan Bank of Atlanta (the "Bank") declared elected the following individuals in the Bank's 2010 election of directors:
- Miriam Lopez, an incumbent director, was re-elected to fill the member directorship the Federal Housing Finance Agency (the "Finance Agency") designated for the state of Florida;
- John C. Helmken, II was elected to fill the member directorship the Finance Agency designated for the state of Georgia; and
- John M. Bond, Jr., an incumbent director, was re-elected to fill the member directorship the Finance Agency designated for the state of Maryland (together with Ms. Lopez and Mr. Helmken, the "Member Directors");
- Jonathan Kislak and Henry Gary Pannell each was re-elected to fill separate non-public interest independent directorship positions (together, the "Independent Directors").
Each of the Member Directors and Mr. Kislak will begin serving a four-year term on January 1, 2011. Mr. Pannell will begin serving a one-year term on January 1, 2011. The Bank has not yet determined on which committees each of the foregoing directors-elect will serve beginning in 2011. The Bank conducted the director elections in accordance with the provisions of the Federal Home Loan Bank Act (the "Act") and the rules and regulations of the Finance Agency.
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 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. Pursuant to Finance Agency regulation, the Bank's member directors, including the Member Directors, serve as officers or directors of a Bank member.
The Bank expects to compensate the Member Directors and the Independent Directors in accordance with the Bank's Directors' Compensation Policy. They also will be entitled to participate in the Bank's Non-qualified Deferred Compensation Plan, under which each Bank director has the opportunity to defer all or a portion of the amount of his compensation. The form and amount of any compensation to all directors, including the Member Directors and the Independent Directors, is subject to approval by the board of directors of the Bank and subject to the Federal Home Loan Bank Act and Federal Housing Finance Agency regulations.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 15, 2010, the Bank tallied the preliminary voting results for the 2010 election of directors, which the Board declared final as described in Item 5.02 of this Current Report.
Member Director Election
As discussed in Item 5.02 of this Current Report, member directors were elected for seats designated for the states of Florida, Georgia and Maryland. The following is a tally of the vote for each directorship:
Florida
Total Number of Members Eligible to Vote |
295 |
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Number of Members Voting |
101 |
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Total Number of Potential Votes |
3,888,091 |
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Number of Eligible Votes Cast |
1,218,188 |
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Name |
Member |
Votes Received |
Miriam Lopez (elected) |
President and Director Marquis Bank, North Miami Beach, FL |
505,037 |
George G. Joseph |
President and CEO Dade County Federal Credit Union, Miami, FL |
306,392 |
Robert K. Mays |
President and CEO Florida Business Bank, Melbourne, FL |
298,059 |
Dennis T. Ward |
President and CEO Federal Trust Bank, Sanford, FL |
108,700 |
Georgia
Total Number of Members Eligible to Vote |
283 |
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Number of Members Voting |
144 |
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Total Number of Potential Votes |
2,440,138 |
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Number of Eligible Votes Cast |
1,293,782 |
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Name |
Member |
Votes Received |
John C. Helmken, II (elected) |
CEO and Director The Savannah Bank, N.A., Savannah GA; Director Bryan Bank & Trust, Richmond Hill, GA |
456,933 |
Douglas L. Williams |
President and CEO Atlantic Capital Bank, Atlanta, GA |
372,091 |
Narasimhuli Neelagaru |
Chairman of the Board Quantum National Bank, Suwanee, GA |
249,395 |
William F. Easterlin, III |
President and CEO Queensborough National Bank & Trust Company, Louisville, GA |
215,363 |
Maryland
Total Number of Members Eligible to Vote |
114 |
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Number of Members Voting |
56 |
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Total Number of Potential Votes |
1,176,254 |
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Total Number of Eligible Votes Cast |
601,511 |
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Name |
Member |
Votes Received |
John M. Bond, Jr. (elected) |
Director The Columbia Bank, Columbia, MD |
294,802 |
Ronald D. Paul |
Chairman and CEO EagleBank, Bethesda, MD |
166,884 |
Daniel J. Schrider |
CEO and President Sandy Spring Bank, Olney, MD |
112,244 |
Lawrence W. Schwartz |
Director BankAnnapolis, Annapolis, MD |
27,581 |
Independent Director Election
Messrs. Kislak and Pannell were the only nominees for the two independent directorships up for election in the Bank's 2010 election of directors. Under Finance Agency regulations, each 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. The results of the vote for the independent directors are as follows:
Total Number of Members Eligible to Vote per Position |
1,194 |
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Total Number of Potential Votes per Position |
17,637,236 |
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Name |
Member |
Number of Members Voting |
Number of Votes Received |
Jonathan Kislak (elected) |
Chairman of the Board Antares Capital Corporation, Miami Shores, FL |
420 |
6,998,169 |
Henry Gary Pannell (elected) |
Special Counsel Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP, Atlanta, GA |
456 |
6,950,658 |
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.
Federal Home Loan Bank of Atlanta |
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Date: November 19, 2010 |
By: /s/ Jill Spencer |
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Jill Spencer |
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Interim President and Chief Executive Officer |