Federal Home Loan Mortgage : Filing Type 8-K

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): March 21, 2019

Federal Home Loan Mortgage Corporation

(Exact name of registrant as specified in its charter)

Freddie Mac

Federally chartered	52-0904874
corporation
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)
8200 Jones Branch Drive
McLean, Virginia	22102-3110
(Address of principal executive offices)	(Zip Code)

001-34139

Registrant's telephone number, including area code: [phone]

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):

• ☐ 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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2019, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced that the Board of Directors has appointed David M. Brickman, age 53, as chief executive officer, effective upon Donald H. Layton's retirement on July 1, 2019. Mr. Brickman also will become a member of Freddie Mac's Board of Directors on July 1, 2019.

Mr. Brickman has served as President of the company since September 5, 2018. Previously, he served as Freddie Mac's Executive Vice President - Multifamily from February 2014 to September 2018, Senior Vice President - Multifamily from July 2011 to February 2014, Senior Vice President - Multifamily Capital Markets from June 2011 until July 2011, and Vice President in charge of Multifamily Capital Markets from March 2004 to June 2011. Prior to joining Freddie Mac in 1999, Mr. Brickman was a senior manager in the consulting group at PricewaterhouseCoopers LLP.

When Mr. Brickman becomes chief executive officer on July 1, 2019, his compensation in that role will consist solely of an annual base salary of $600,000, a level established by FHFA pursuant to the Equity in Government Compensation Act of 2015, and he will no longer participate in the Executive Management Compensation Program or have any compensation subject to either corporate or individual performance. Mr. Brickman's compensation in his role as president through June 30, 2019 is described in Freddie Mac's Annual Report on Form 10-K filed on February 14, 2019.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed in the Exhibit Index below is being filed as part of this Report on Form 8-K.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated March 21, 2019, issued by Freddie Mac

Freddie Mac Form 8-K

SIGNATURE

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 MORTGAGE CORPORATIONBy:

/s/ Donald H. Layton Donald H. Layton Chief Executive OfficerDate: March 21, 2019

Freddie Mac Form 8-K

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

March 21, 2019 Christopher Spina 703-388-7031

[e-mail]

Donald H. Layton to Retire as CEO of Freddie Mac; David M. Brickman

Named as Successor

Succession will take place July 1, upon Layton's retirement

McLean, Va.- Freddie Mac (OTCQB: FMCC), announced today that Donald H. Layton will retire as Chief Executive Officer (CEO) and that the Board of Directors has appointed David M. Brickman to succeed him effective Monday, July 1. Mr. Brickman will become a member of the Freddie Mac Board of Directors at that time.

In September 2018, the Board announced Brickman's promotion to President and Layton's intent to retire in the second half of the 2019. The Board also announced that it would conduct a search for Layton's successor, which would include Brickman as well as external candidates. After a thorough search and selection process, the Board has chosen Brickman to be the next CEO; the Federal Housing Finance Agency, as Freddie Mac's conservator, has approved this decision.

Commenting on the promotion, Sara Mathew, Chair of Freddie Mac's Board of Directors, said the following: "Don has been a remarkable leader during a period of tremendous change at Freddie Mac, and on behalf of the Board and the company, I would like to thank him for his outstanding leadership over the last seven years."

Ms. Mathew continued, "The Board engaged in a multi-year succession process to ensure we selected the right leader, and David is an outstanding choice to serve as our next CEO. He is an exceptional business leader, having demonstrated great strategic and execution skills as the long-time head of our Multifamily business. He led the process of driving credit risk transfer and attracting private capital to finance multifamily

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housing while protecting the American taxpayer. More recently, he has also impressed the Board with his work as President. David is well respected within the company and the industry and is the best choice to lead Freddie Mac going forward."

Added Layton, "David is a proven business builder, having taken Freddie Mac's Multifamily business to the preeminent position in that market. In all his work, he demonstrates a passion for the business, the mission and the people of Freddie Mac. Everything I have seen during his tenure as President has convinced me that David is the right choice to serve as the next CEO and take Freddie Mac forward."

Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since our creation by Congress in 1970, we've made housing more accessible and affordable for homebuyers and renters in communities nationwide. We are building a better housing finance system for homebuyers, renters, lenders and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac's blog FreddieMac.com/blog.

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