Attached files
| file | filename |
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| EX-99.1 - Federal Home Loan Bank of Indianapolis | v205879_ex99-1.htm |
| EX-99.2 - Federal Home Loan Bank of Indianapolis | v205879_ex99-2.htm |
| EX-99.4 - Federal Home Loan Bank of Indianapolis | v205879_ex99-4.htm |
| EX-99.3 - Federal Home Loan Bank of Indianapolis | v205879_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): December 16,
2010
FEDERAL
HOME LOAN BANK OF INDIANAPOLIS
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Federally
Chartered
Corporation
(State
or other jurisdiction of
incorporation)
|
|
000-51404
(Commission
File Number)
|
|
35-6001443
(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)
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
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.02
and 5.07. Election of Directors
On
December 16, 2010, the Federal Home Loan Bank of Indianapolis (“Bank”) certified
the results of the election of district-wide independent directors and Indiana
and Michigan member directors to the Board, each with terms beginning January 1,
2011 and ending as noted below.
Pursuant
to the terms of the Federal Home Loan Bank Act and the Federal Housing Finance
Agency (“FHFA”) regulations, the members of the Bank elect member directors by
state to the Board from nominees who must be a director or officer of a member
located in the 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
One
Indiana member director seat was open. Dan L. Moore was elected to a
four-year term ending on December 31, 2014, with 744,936 shares voted in his
favor. Mr. Moore is President-Chief Executive Officer of Home Bank,
Martinsville, Indiana. Mr. Moore’s committee assignments will be made
by the Board in January. The other member director candidates
not elected in Indiana were Michael Kubacki with 435,374 shares voted, Patrick
C. Botts with 105,256 shares voted, Karen F. Gregerson with 69,979 shares voted,
and Daryl D. Pomranke with 28,533 shares voted. Charles L. Crow was
unable to run for re-election due to term limits.
Michigan Member Director
Election
Five
Michigan member director seats were open. James D. MacPhee was
re-elected to a four-year term ending on December 13, 2014, with 739,092 shares
voted in his favor. Mr. MacPhee is Chief Executive Officer of
Kalamazoo County State Bank, Schoolcraft, Michigan. Mr. MacPhee will
serve on the Budget/IT and Human Resources committees of the Board.
Thomas R.
Sullivan was elected to a four-year term ending December 31, 2014, with 677,617
shares voted in his favor. Mr. Sullivan is President/Chief Executive
Officer of Firstbank Corporation, Alma, Michigan. Mr. Sullivan’s
committee assignments will be made by the Board in January.
John L.
Skibski was re-elected to a one-year term ending December 31, 2011, with 661,088
shares voted in his favor. Mr. Skibski is EVP/Chief Financial
Officer/Director of Monroe Bank & Trust, Monroe, Michigan. Mr.
Skibski will serve on the Executive/Governance, Audit and Budget/IT committees
of the Board.
Paul
Clabuesch was re-elected to a one-year term ending December 31, 2011, with
618,763 shares voted in his favor. Mr. Clabuesch is Chairman Emeritus
of Thumb National Bank and Trust, Pigeon, Michigan. In 2011, Mr.
Clabuesch will continue to serve as Chairman of the Board and Chairman of the
Executive/Governance committee, in addition to serving as one of the three Bank
representatives on the Council of FHLBanks.
Timothy
P. Gaylord was re-elected to a one-year term ending December 31, 2011, with
592,341 shares voted in his favor. Mr. Gaylord is President/Chief
Executive Officer of Mason State Bank, Mason, Michigan. Mr. Gaylord
will serve as Chair of the Finance Committee, Vice Chair of the Audit Committee
and as a member of the Executive/Governance committee of the Board.
The other
member director candidates not elected in Michigan were Charles N. McQueen with
537,663 shares voted, Paul D. Borja with 384,460 shares voted, Robert M. Fisher
with 380,378 shares voted, David E. Firack with 351,592 shares voted, Robert T.
Worthington with 231,726 shares voted, Thomas S. Davis with 186,793 shares
voted, Richard O. Goedert with 166,603 shares voted, Stephen L. Ranzini with
151,269 shares voted, Michael N. Nardi with 144,437 shares voted, Dennis Klaeser
with 129,876 shares voted, Edwin H. Eichler with 113,404 shares voted, and Mark
D. Wahl with 111,873 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.
There
were three district-wide independent director seats open. Elliot A.
Spoon was re-elected to a four-year term with a public interest designation,
ending December 31, 2014, with 1,850,664 shares voted. Mr. Spoon is
Assistant Dean, Professor of Law in Residence at Michigan State University
College of Law in East Lansing, Michigan. Larry A. Swank was also
re-elected to a four-year term ending December 31, 2014, with 1,991,778 shares
voted. Mr. Swank is President and CEO of Sterling Group, Inc.,
Mishawaka, Indiana. Christine A. Coady was re-elected to a one-year
term ending December 31, 2011, with 1,771,837 shares voted in her favor. Ms.
Coady is President and CEO of Opportunity Resource Fund (formerly known as
Michigan Interfaith Trust Fund), Detroit, Michigan. Mr.
Spoon, Mr. Swank and Ms. Coady are incumbents on the Bank’s Board of
Directors. In 2011, Mr. Spoon will serve on the Affordable Housing,
Audit and Finance committees. Mr. Swank will serve on the Affordable
Housing and Budget/IT committees. Ms. Coady will serve on the
Affordable Housing and Budget/IT Committees, and will serve as Chair of the
Human Resources Committee.
Director Compensation and
Travel Expense Reimbursement Policy
The newly
elected directors will be paid director fees in accordance with the Bank’s 2011
Director Compensation and Travel Expense Reimbursement Policy, which generally
provides for a Bank director (other than chair, vice chair, and committee
chairs) that attends all currently scheduled meetings in 2011 to be paid a total
of $75,000 plus reasonable travel expenses. Under this policy, which was adopted
by the Board on December 16, 2010, the total annual director fee is paid as a
combination of a quarterly retainer fee and per-day attendance
fees. In accordance with FHFA regulations, the 2011 Director
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
Director of the FHFA for review.
Item 9.01.
Financial Statements and Exhibits
A copy of
the letters to shareholders announcing the results of the member and independent
director elections is attached as Exhibits 99.1 and 99.2 and incorporated by
reference in this report. A copy of the Bank’s 2011 Director
Compensation and Travel Expense Reimbursement Policy is attached as Exhibit 99.3
and incorporated by reference in this report. A copy of the Bank’s
press release dated December 17, 2010 is attached as Exhibit 99.4 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: December
17, 2010
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FEDERAL
HOME LOAN BANK OF INDIANAPOLIS
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By:
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/s/
Milton J. Miller
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Milton
J. Miller
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President-CEO
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By:
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/s/
Cindy L. Konich
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Cindy
L. Konich
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EVP-Chief
Operating Officer, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
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99.1
|
Letter
to shareholders announcing Indiana member director and independent
director district-wide election results, dated December 20,
2010
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99.2
|
Letter
to shareholders announcing Michigan member director and independent
director district-wide election results, dated December 20,
2010
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99.3
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2011
Director Compensation and Travel Expense Reimbursement
Policy
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99.4
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Press
Release dated December 17,
2010
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