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): | November 8, 2017 | |
Federal Home Loan Bank of Dallas
__________________________________________
(Exact name of registrant as specified in its charter)
Federally Chartered Corporation | 000-51405 | 71-6013989 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
8500 Freeport Parkway South, Suite 600, Irving, Texas | 75063-2547 | |
______________________________ (Address of principal executive offices) | ___________ (Zip Code) | |
Registrant's telephone number, including area code: | 214-441-8500 | |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2017, the Federal Home Loan Bank of Dallas (the "Bank") completed its director election process for both member and independent directorships with four-year terms beginning on January 1, 2018. Three member directors and two independent directors were elected to serve on the Bank's Board of Directors. This process took place in accordance with the rules governing the election of Federal Home Loan Bank directors as specified in the Federal Home Loan Bank Act of 1932, as amended, and the related regulations of the Federal Housing Finance Agency. A description of the Bank's director election process is contained in the Bank's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2017 (the "2016 10-K").
Albert C. Christman was re-elected as a member director representing the state of Louisiana. Mr. Christman serves as Chairman and Chief Executive Officer of Guaranty Bank & Trust Company of Delhi in Delhi, Louisiana. He has served as a director of the Bank since January 1, 2014. Mr. Christman currently serves on the Board of Directors' Risk Management Committee (for which he serves as Chairman); Strategic Planning, Operations and Technology Committee; and Executive and Governance Committee.
James D. Goudge was re-elected as a member director representing the state of Texas. Mr. Goudge serves as Chairman of Broadway National Bank in San Antonio, Texas and has served as a director of the Bank since April 24, 2014 when he was elected by the Board of Directors to fulfill the unexpired term of a member director representing the state of Texas. Mr. Goudge currently serves on the Board of Directors' Risk Management Committee and Government and External Affairs Committee.
Michael C. Hutsell was re-elected as a member director representing the state of Arkansas. Mr. Hutsell serves as a board member and President of First Security Bank in Searcy, Arkansas and has served as a director of the Bank since January 1, 2014. Currently, Mr. Hutsell serves on the Board of Directors' Audit Committee (for which he serves as Vice Chairman) and Affordable Housing and Economic Development Committee.
G. Granger MacDonald was re-elected as an independent director. Mr. MacDonald serves as Chairman and Chief Executive Officer of MacDonald Property Management, LLC, MacDonald and Associates, Inc. and G.G. MacDonald, Inc. (collectively, the “MacDonald Companies”). Mr. MacDonald has served as a director of the Bank since June 27, 2017 when he was elected by the Board of Directors to fulfill the unexpired term of an independent director. Mr. MacDonald currently serves on the Board of Directors' Compensation and Human Resources Committee, Government and External Affairs Committee, and Affordable Housing and Economic Development Committee.
Finally, Sally I. Nelson was re-elected as an independent director. Ms. Nelson serves as Chairperson and Chief Executive Officer of Nextwave Ventures. She has served as a director of the Bank since January 1, 2014. Ms. Nelson currently serves on the Board of Directors’ Audit Committee; Compensation and Human Resources Committee; and Strategic Planning, Operations and Technology Committee.
For a description of the Bank's director compensation, please refer to Item 11 of the Bank's 2016 10-K.
Since January 1, 2016, the Bank has not engaged in any transactions with any of the above-named persons or any members of their immediate families that require disclosure under applicable rules and regulations. There are no arrangements or understandings between any of the elected directors named above and any other persons pursuant to which that director was selected.
As a cooperative, the Bank's products and services are provided almost exclusively to its members. In the ordinary course of business, transactions between the Bank and its members are carried out on terms which either are determined by competitive bidding in the case of auctions for Bank advances and deposits or are established by the Bank, including pricing and collateralization terms, under its Member Products and Credit Policy, which treats all similarly situated members on a non-discriminatory basis. The Bank provides, in the ordinary course of its business, products and services to members whose officers or directors serve as member directors of the Bank. The Bank's products and services are provided to such members on terms that are no more favorable to them than comparable transactions with other similarly situated members of the Bank whose officers or directors do not serve as member directors of the Bank.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described in Item 5.02, on November 8, 2017, the Bank completed its director election process for both member and independent directorships that will commence on January 1, 2018.
Member institutions may only cast votes for a nominee or abstain from voting and may not cast votes against a nominee or indicate that they are withholding votes from a nominee.
For the member directorships commencing on January 1, 2018, there were two nominees for one member directorship representing the state of Texas, one nominee for one member directorship representing the state of Arkansas and one nominee for one member directorship representing the state of Louisiana. There were no open member directorships for the states of Mississippi or New Mexico. For the two independent directorships commencing on January 1, 2018, there were two nominees. To be elected as a sole nominee for an independent directorship, a candidate must receive at least 20 percent of the number of votes eligible to be cast in the election.
Because Michael C. Hutsell and Albert C. Christman were the sole nominees for the member directorships representing the states of Arkansas and Louisiana, respectively, members were not requested to cast votes for those positions.
There were 476 member institutions in Texas that were eligible to cast a total of 2,915,320 votes for the one member directorship representing that state, of which 102 institutions cast a total of 856,404 votes. James D. Goudge was elected to serve as a member director representing the state of Texas. The results of the election for the state of Texas were as follows:
Nominee | Member Institution | Number of Votes Received | |
James D. Goudge | Broadway National Bank | 641,345 | |
Chairman | San Antonio, TX | ||
S. David Deanda | Lone Star National Bank | 215,059 | |
President | McAllen, TX | ||
There were 831 member institutions in the Bank's five-state district that were eligible to cast a total of 4,709,727 votes for each of the two independent directorships, of which 138 institutions cast a total of 975,030 votes for Sally I. Nelson and 132 institutions cast a total of 962,590 votes for G. Granger MacDonald. Each nominee received more than 20 percent of the number of votes eligible to be cast in the election to fill the directorship for which they were nominated.
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 Dallas | ||||
November 14, 2017 | By: | /s/ Tom Lewis | ||
Name: Tom Lewis | ||||
Title: Executive Vice President and Chief Financial Officer | ||||