Annaly Capital Management, Inc.
8-K on 05/21/2020   Download
SEC Document
SEC Filing
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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 20, 2020

     Annaly Capital Management Inc
(Exact Name of Registrant as Specified in its Charter)

Maryland
1-13447
22-3479661
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
1211 Avenue of the Americas
 
 
New York,
New York
 
10036
(Address of principal executive offices)
 
(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:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
NLY
New York Stock Exchange
7.50% Series D Cumulative Redeemable Preferred Stock
NLY.D
New York Stock Exchange
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
NLY.F
New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
NLY.G
New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
NLY.I
New York Stock Exchange








Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 May 20, 2020, the stockholders of Annaly Capital Management, Inc. (the “Company” or “Annaly”) approved the 2020 Equity Incentive Plan (the “Plan”) at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The Plan, among other things, reserves 125,000,000 shares of the Company’s common stock, par value $0.01 per share, for issuance in the form of equity-based awards to the Company’s Board of Directors (the “Board”), the Company’s employees, employees of the Company’s subsidiaries and any person who performs services for the Company, its subsidiaries, or its affiliates (whether as a consultant, advisor or otherwise).

A more detailed description of the material terms of the Plan was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2020 (the “Proxy Statement”) under the heading “Proposal 03 - Approval of the Company’s 2020 Equity Incentive Plan,” which is incorporated herein by reference. The Plan is filed as Exhibit 10.1 hereto.

On May 20, 2020, the Board approved a form of deferred stock unit award for directors for awards on or after such date pursuant to the Plan. The form of award is filed as Exhibit 10.2.



Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 20, 2020, the Company held its Annual Meeting. At the Annual Meeting, stockholders elected eight directors to serve on the Board until the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”); approved, on an advisory basis, the Company’s executive compensation; approved the Plan; and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. For the advisory stockholder proposal regarding stockholder action by written consent, neither the proponent of the proposal nor a representative was in attendance to properly present the proposal at the Annual Meeting as required by SEC Rule 14a-8. Accordingly, no vote was taken on this proposal at the Annual Meeting.
The total number of shares of common stock entitled to vote at the Annual Meeting was 1,430,424,398, of which 1,198,536,862 shares, or 83.78%, were present in person or by proxy.
The final voting results for each of the proposals properly submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1.   The election of eight directors to serve on the Board until the 2021 Annual Meeting.
Director
For
Against
Abstentions
Broker Non-Votes
Francine J. Bovich
739,394,137
10,100,006
4,797,394
444,245,325
Katie Beirne Fallon
739,231,781
10,354,886
4,704,870
444,245,325
David L. Finkelstein
740,053,017
9,380,732
4,857,788
444,245,325
Thomas Hamilton
741,970,004
7,398,883
4,922,650
444,245,325
Kathy Hopinkah Hannan
739,976,295
9,661,692
4,653,550
444,245,325
John H. Schaefer
740,948,282
8,485,244
4,858,011
444,245,325
Glenn A. Votek
738,994,801
10,411,127
4,885,609
444,245,325
Vicki Williams
740,105,190
9,426,272
4,760,075
444,245,325

Proposal 2.  Advisory approval of the Company’s executive compensation.
For
Against
Abstentions
Broker Non-Votes
715,233,081
29,787,153
9,271,303
444,245,325












Proposal 3.  Approval of the Plan.

For
Against
Abstentions
Broker Non-Votes
709,334,769
36,123,373
8,833,395
444,245,325

Proposal 4.  Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

For
Against
Abstentions
1,168,147,408
18,393,949
11,995,505

Further information regarding these proposals is set forth in the Company’s Proxy Statement.



Item 9.01 Financial Statements and Exhibits.


(d)
Exhibits.
 
 
 
 
 

 
 
 
 

 
 
 
 
104

Cover page (formatted in Inline XBRL).














SIGNATURE


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.

                

 
 
ANNALY CAPITAL MANAGEMENT, INC.
 
 
(REGISTRANT)
 
 
 
 
 
 
 
By:
 
/s/ Anthony C. Green
 
 
 
 
Name: Anthony C. Green
 
 
 
 
Title: Chief Corporate Officer & Chief Legal Officer



Dated: May 21, 2020