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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)
May 17, 2023
Annaly Capital Management
Inc
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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1-13447 |
22-3479661 |
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(State or other jurisdiction of incorporation or
organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1211 Avenue of the Americas |
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New York, |
New York
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10036 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(212) 696-0100
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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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Common Stock, par value $0.01 per share |
NLY |
New York Stock Exchange |
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6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock |
NLY.F |
New York Stock Exchange |
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6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock |
NLY.G |
New York Stock Exchange |
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6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock |
NLY.I |
New York Stock Exchange |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As set forth in Item 5.07 of this Current Report on Form 8-K, on
May 17, 2023, Annaly Capital Management, Inc. (the “Company”) held
its 2023 Annual Meeting of Stockholders (the “Annual
Meeting”).
At the Annual Meeting, holders of the Company’s common stock, upon
the recommendation of the Company’s Board of Directors (the
“Board”), approved a proposal to amend the Company’s charter to
decrease the number of authorized shares of capital stock from
3,000,000,000 to 1,531,750,000 (the “Amendment”).
On May 18, 2023, the Company filed Articles of Amendment effecting
the Amendment with the State Department of Assessments and Taxation
of Maryland (the “SDAT”), which were accepted for record by the
SDAT and are effective.
The foregoing description of the Amendment does not purport to be
complete and is subject to and qualified in its entirety by
reference to the Articles of Amendment effecting the Amendment,
which are filed as Exhibit 3.1 to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders
On May 17, 2023, at the Annual Meeting, stockholders elected ten
directors to serve on the Board until the 2024 Annual Meeting of
Stockholders (the “2024 Annual Meeting”) and their successors are
duly elected and qualify; approved, on an advisory basis, the
Company’s executive compensation; preferred, on an advisory basis,
to hold future advisory votes on the Company’s executive
compensation every year; approved the Amendment; ratified the
appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2023; and rejected the advisory stockholder proposal
to further reduce the ownership threshold to call a special
meeting.
The total number of shares of common stock entitled to vote at the
Annual Meeting was 493,880,722, of which 376,781,510 shares, or
76.28%, were present in person or by proxy.
The final voting results for each of the proposals submitted to a
vote of stockholders at the Annual Meeting are set forth
below.
Proposal 1. The election of ten directors to serve on the Board
until the 2024 Annual Meeting and their successors are duly elected
and qualify.
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Director
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For |
Against |
Abstentions |
Broker Non-Votes |
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Francine J. Bovich |
247,491,838 |
7,539,902 |
2,302,612 |
119,447,158 |
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David L. Finkelstein |
249,113,472 |
5,899,917 |
2,320,963 |
119,447,158 |
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Thomas Hamilton |
249,416,426 |
5,567,751 |
2,350,175 |
119,447,158 |
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Kathy Hopinkah Hannan |
245,620,928 |
9,452,718 |
2,260,706 |
119,447,158 |
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Michael Haylon |
242,488,135 |
12,433,805 |
2,412,412 |
119,447,158 |
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Martin Laguerre |
249,402,777 |
5,525,420 |
2,406,155 |
119,447,158 |
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Eric A. Reeves |
247,279,377 |
7,658,902 |
2,396,073 |
119,447,158 |
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John H. Schaefer |
247,860,725 |
7,071,906 |
2,401,721 |
119,447,158 |
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Glenn A. Votek |
247,999,006 |
6,945,135 |
2,390,211 |
119,447,158 |
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Vicki Williams |
246,937,044 |
8,094,427 |
2,302,881 |
119,447,158 |
Proposal 2. Advisory approval of the Company’s executive
compensation.
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For |
Against |
Abstentions |
Broker Non-Votes |
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224,818,671 |
29,056,294 |
3,459,387 |
119,447,158 |
Proposal 3. Advisory vote on the frequency of future advisory votes
to approve the Company’s executive compensation.
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1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
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246,954,415 |
2,096,714 |
5,419,386 |
2,863,837 |
119,447,158 |
Consistent with the recommendation of the Board as set forth in the
Company’s definitive proxy statement and the advisory vote of the
Company’s stockholders on this proposal, the Company intends to
hold the advisory vote on the Company’s executive compensation
every year. The Company intends to continue holding such votes
annually until the next required vote on the frequency of the
advisory vote on the Company’s executive compensation.
Proposal 4. Approval of an amendment to the Company's charter to
decrease the number of authorized shares of capital
stock.
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For |
Against |
Abstentions |
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360,400,406 |
11,687,743 |
4,693,361 |
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Proposal 5. Ratification of the appointment of Ernst & Young
LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2023.
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For |
Against |
Abstentions |
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367,004,580 |
6,951,541 |
2,825,389 |
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Proposal 6. Advisory approval of a stockholder proposal to further
reduce the ownership threshold to call a special
meeting.
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For |
Against |
Abstentions |
Broker Non-Votes |
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76,398,308 |
176,973,757 |
3,962,287 |
119,447,158 |
Further information regarding these proposals is set forth in the
Company’s definitive proxy statement.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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101 |
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Pursuant to Rule 406 of Regulation S-T, the cover page information
is formatted in iXBRL (Inline eXtensible Business Reporting
Language).
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104 |
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Cover page interactive data file (formatted in iXBRL in Exhibit
101).
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ANNALY CAPITAL MANAGEMENT, INC.
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By:
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/s/ Anthony C. Green
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Name: Anthony C. Green
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Title: Chief Corporate Officer & Chief Legal
Officer
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Dated: May 19, 2023
Annaly Capital Management (NYSE:NLY-F)
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