Federal Home Loan Bank of Atlanta

12/16/2025 | Press release | Distributed by Public on 12/16/2025 09:02

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2025, the Federal Home Loan Bank of Atlanta ("Bank") declared elected to the Bank's board of directors ("Board") the following individual in the Bank's 2025 election of directors:
•Brian P. McLaughlin was elected to fill a public interest independent directorship.
As previously reported by the Bank in its Current Report on Form 8-K filed on September 24, 2025, William L. (Chip) Lusk, Jr., CEO, IDB Global Federal Credit Union, Washington, DC, has been deemed re-elected to fill the member directorship that the Federal Housing Finance Agency ("Finance Agency") designated for the District of Columbia and James M. (Jimmy) Stubbs, CEO and Director, River Bank & Trust, Prattville, AL, has been deemed re-elected to fill the member directorship that the Finance Agency designated for the state of Alabama; each without further action upon notice to the members in each of the District of Columbia and the state of Alabama sent on September 24, 2025, pursuant to applicable Finance Agency regulations.
Mr. McLaughlin, Mr. Lusk and Mr. Stubbs, together, are herein referred to as the "Directors-elect". Each of the Directors-elect will begin serving a four-year term on January 1, 2026, and the 2026 Board committee assignments for these directors will be as follows:
Director Committee Assignment
Brian P. McLaughlin Credit and Member Services
Governance and Compensation
Housing and Community Investment (Chair)
Executive
William L. (Chip) Lusk, Jr. Audit (Chair)
Finance
Enterprise Risk
Executive
James M. (Jimmy) Stubbs Credit and Member Services (Chair)
Finance
Enterprise Risk (Vice Chair)
Executive
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 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The Bank expects that all directors serving on the Board in 2026 will receive compensation under the Bank's 2026 Directors' Compensation Policy. It is also expected they will be entitled to participate in the Bank's Non-qualified Deferred Compensation Plan, under which each Bank director may defer all or a portion of the amount of his or her compensation. The form and amount of director compensation, including for the Directors-elect, is subject to approval by the Board and is subject to the Bank Act and Finance Agency regulations.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Bank conducted the director elections in accordance with the provisions of the Federal Home Loan Bank Act ("Bank Act") and the rules and regulations of the Finance Agency. The Bank's 2025 election of directors was conducted by direct ballot and not through the solicitation of proxies or at a stockholders meeting.
On December 13, 2025 the Board declared the final voting results for the 2025 director election as described in Item 5.02 of this Current Report.
Member Director Election
As discussed in Item 5.02 of this Current Report, since Mr. Lusk was the only nominee for the District of Columbia member directorship and Mr. Stubbs was the only nominee for the state of Alabama member directorship, a vote was not required in those elections and Mr. Lusk and Mr. Stubbs were deemed re-elected upon notice to the members in each the District of Columbia and the state of Alabama.
Independent Director Election
The Bank conducted an election for one at-large independent director, which is a public interest independent directorship. Under Finance Agency regulations, a 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 director is as follows:
Total Number of Members Eligible to Vote 788
Total Number of Eligible Votes to be Cast 12,642,254
Finance Agency 20% Threshold Requirement 2,528,451
Total Number of Members Voting 162
Total Number of Eligible Votes Cast 3,091,208
Name Affiliation Number of Eligible Votes Received
Brian P. McLaughlin(elected)
Managing Partner, PlanitWorks 3,039,386
Federal Home Loan Bank of Atlanta published this content on December 16, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 16, 2025 at 15:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]