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): June 23,
2011
FEDERAL HOME LOAN MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Freddie Mac
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Federally chartered
corporation
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000-53330
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52-0904874
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8200 Jones Branch Drive
McLean, Virginia
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22102-3110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(703) 903-2000
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):
o Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
o 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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment
of Supplemental Executive Retirement Plan
On June 27, 2011, Freddie Mac (formally known as the
Federal Home Loan Mortgage Corporation) amended, with the
approval of the Federal Housing Finance Agency (FHFA) on
June 23, 2011, the company’s Supplemental Executive
Retirement Plan (the SERP). The amendment is effective
January 1, 2012.
A description of the SERP, prior to the amendment, is included
in our annual report on
Form 10-K
for the year ended December 31, 2010. The principal changes
to the SERP are discussed below.
Under the amendment, eligibility for the “Pension SERP
Benefit” (as defined in the SERP) will be limited, and
Executives (as defined in the SERP) whose employment with the
company commences after December 31, 2011 (or who are
rehired after that date) will not be eligible for the Pension
SERP Benefit. However, non-Executives employed as of
December 31, 2011 who are subsequently promoted to
Executive positions will be eligible for the Pension SERP
Benefit.
The amendment also revises the
“Thrift/401(k)
SERP Benefit” (as defined in the SERP). Under the amendment:
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The portion of the
Thrift/401(k)
SERP Benefit attributable to the “Matching
Contribution” (as defined in the SERP) will be determined
based on 6% of eligible compensation for all eligible current
and future Executives , effective January 1, 2012.
Currently, this portion of the
Thrift/401(k)
SERP Benefit is determined based on a step-based formula that
increases to 6% of eligible compensation over a period of
5 years.
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Replace the portion of the
Thrift/401(k)
SERP Benefit attributable to the annual discretionary
“Basic Contribution” (as defined in the SERP) with a
benefit attributable to an annual Discretionary Contribution
that would be based on company performance, effective
January 1, 2012. The Discretionary Contribution will be
equal to 2.5% of eligible compensation, with a three-year
cliff-vesting schedule for all new contributions. The Basic
Contribution is based on 2% of eligible compensation up to the
Social Security wage base and 4% of eligible compensation above
the Social Security wage base, subject to a five-year graded
vesting schedule.
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A copy of the amendment to the SERP is filed as
Exhibit 10.1 to this Report on
Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following exhibit is being filed as part of this Report on
Form 8-K:
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Exhibit Number
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Description of Exhibit
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10.1
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Second Amendment to the Federal Home Loan Mortgage Corporation
Supplemental Executive Retirement Plan (as Amended and Restated
January 1, 2008)
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