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):
October 14, 2010
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
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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.
On October 14, 2010, Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation), issued
a press release announcing that Clayton S. Rose has been elected to Freddie Mac's Board of Directors
(the Board), effective as of that date. Mr. Rose will serve on the Business and Risk and Compensation
Committees of the Board.
A copy of this press release is filed as Exhibit 99.1 to this Report on Form 8-K and incorporated
herein by reference.
Mr. Rose is a finance executive with leadership experience in finance and investment organizations
and with academic experience focused on financial services and managerial ethics. Mr. Rose, age 52,
is Professor of Management Practice at the Harvard Business School, and has been a member of its
faculty since July 2007. He was awarded a PhD in sociology (with distinction) from the
University of Pennsylvania in the same year. He was an adjunct professor at the Stern
School of Business at New York University from 2002 to 2004, and at the Graduate School
of Business at Columbia University from 2002 to 2006. In 2001, Mr. Rose served as Vice
Chairman and Chief Operating Officer of JP Morgan, the investment bank of J.P. Morgan
Chase & Co. Previously, he worked at J.P. Morgan & Co. Incorporated from 1981 to 2000,
where, among other positions, he was head of the Global Investment Banking and the Global
Equities Divisions and served as a member of the firm’s executive committee. Mr. Rose
is a member of the board of directors of XL Group plc, where he is a member of the
Nominating, Governance and External Affairs Committee and Risk and Finance Committee. He is
a trustee of the Howard Hughes Medical Institute and the National Opinion Research
Center at the University of Chicago, and is a director of Public/Private Ventures.
From November 2007 to March 2010, he served as Chairman of the board of managers of
Highbridge Capital Management, an alternative investment management firm owned by
JPMorgan Chase & Co. Mr. Rose previously served as a member of the boards of
directors of Mercantile Bankshares Corporation from September 2003 to April 2007
and of Lexicon Pharmaceuticals, Inc. from September 2003 through October 2007.
Mr. Rose will receive compensation as a non-executive director of Freddie Mac
as described in the Report on Form 8-K filed by Freddie Mac on December 23, 2008
and the Board Compensation Schedule attached as Exhibit 10.1 thereto, which
Exhibit is incorporated herein by reference.
Freddie Mac will enter into an indemnification agreement with Mr. Rose,
effective as of October 14, 2010. A copy of the form of indemnification
agreement is attached as Exhibit 10.2 to Freddie Mac’s Report on
Form 8-K filed on December 23, 2008 and is incorporated herein by
reference. For a description of this indemnification agreement,
see Freddie Mac’s Form 10-K/A filed on April 12, 2010.