UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 5, 2011


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
of Incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

1475 Peachtree Street, NE

Atlanta, GA 30309

(Address of principal executive offices)

(404) 888-8000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

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 December 8, 2011, the Federal Home Loan Bank of Atlanta (the "Bank") declared elected the following individuals in the Bank's 2011 election of directors:

  • J. Thomas Johnson, an incumbent member director, was re-elected to fill the member directorship that the Federal Housing Finance Agency (the "Finance Agency") designated for the state of South Carolina;
  • William C. Handorf and Henry Gary Pannell each was re-elected to fill separate non-public interest independent directorship positions (together with Mr. Johnson, the "Directors-elect").

Each of the Directors-elect will begin serving a four-year term on January 1, 2012. The Bank has not yet determined on which committees each of the foregoing Directors-elect will serve beginning in 2012. 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, 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 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 serve as officers or directors of a Bank member.

The Bank expects to compensate the Directors-elect 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 Directors-elect, 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 December 5, 2011, the Bank tallied the preliminary voting results for the 2011 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, a member director was elected for the seat designated for the state of South Carolina. The following is a tally of the vote for such directorship:

 

South Carolina

Total Number of Members Eligible to Vote

87

Number of Members Voting

66

Total Number of Eligible Votes

812,388

Number of Eligible Votes Cast

592,189

     

Name

Member

Votes Received

     

J. Thomas Johnson (elected)

President and CEO,

Citizens Building and Loan Association

Vice Chairman,

First Community Bank, N.A.

483,527

     

Scott Woods

President and CEO

South Carolina Federal Credit Union

108,662

 

Independent Director Election

Messrs. Handorf and Pannell were the nominees for the two independent directorships up for election in the Bank's 2011 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

 

1,110

Total Number of Eligible Votes per Position

 

13,645,627

       

 

Name

 

Affiliation

Number of Members Voting

Number of Votes

Received

       

William C. Handorf (elected)

Professor of Finance,

The George Washington University, Washington, D.C.

392

5,597,947

       

Henry Gary Pannell (elected)

Special Counsel,

Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP, Atlanta, GA

399

5,563,518

       

 

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

Date: December 9, 2011

By: /s/Reginald T. O'Shields

Reginald T. O'Shields

   

Senior Vice President and

General Counsel