UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
 
 
ANNALY CAPITAL MANAGEMENT, INC. 
(Exact name of registrant as specified in its charter)
 

Maryland
1-13447
22-3479661
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
 
1211 Avenue of the Americas
 
Suite 2902
 
New York, New York
10036
(Address of principal executive offices)
(Zip Code)
 

Registrant’s telephone number, including area code:      (212) 696-0100  

 
No Change
(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))
 
 
 
 
 
Item 3.03   Material Modification to Rights of Security Holders .
 
As reported under Item 5.07 below, at the Annaly Capital Management, Inc. (the “Company”) 2011 Annual Meeting of Shareholders (the “Annual Meeting”), the shareholders of the Company approved an amendment to the Company’s charter to increase the number of authorized shares of capital stock, par value $0.01 per share, from 1,000,000,000 shares to 2,000,000,000 shares, consisting of 1,987,987,500 shares classified as “Common Stock,” 7,412,500 shares classified as “7.875% Series A Cumulative Redeemable Preferred Stock,” and 4,600,000 shares classified as “6.00% Series B Cumulative Convertible Preferred Stock” (the “Charter Amendment”).  The Charter Amendment became effective upon the filing by the Company of Articles of Amendment with the State Department of Assessments and Taxation of Maryland on June 23, 2011. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.

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

On June 23, 2011, the Company reconvened its Annual Meeting which was adjourned on May 26, 2011 to permit additional time to solicit stockholder votes for Proposal No. 2, a proposal to amend the Company’s charter to increase the number of authorized shares of capital stock to 2,000,000,000 shares contained in the Company’s  definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 11, 2011 (the “Proxy Statement”).  The total number of shares of common stock entitled to vote at the Annual Meeting was 804,350,532.

The final voting results for Proposal No. 2 are set forth below.

Proposal 2.  The proposal to approve an amendment of the Company’s charter to increase the number of authorized shares of capital stock to 2,000,000,000 shares.

For
Against
Abstentions
 
       
564,201,118
114,469,420
4.563,230
 

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

Item 9.01   Financial Statements and Exhibits .
 
 
(d)
Exhibits.
     
   
3.1
Articles of Amendment.
 
 
 
 
 
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.
 
 
 
Annaly Capital Management, Inc.
 
   
   
   
 
By:
/s/ Kathryn Fagan
 
   
Name: Kathryn Fagan
   
Title: Chief Financial Officer
   
   
   
Date: June 23, 2011
     
 
Exhibit 3.1
 
 
ANNALY CAPITAL MANAGEMENT, INC.

ARTICLES OF AMENDMENT

Annaly Capital Management, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:                       The charter of the Corporation is hereby amended by deleting ARTICLE VI(A) in its entirety and adding a new ARTICLE VI(A) to read as follows:

“ARTICLE VI

A. The total number of shares of stock of all classes which the Corporation has authority to issue is two billion (2,000,000,000) shares of capital stock, par value one cent ($0.01) per share, amounting in the aggregate par value to twenty million dollars ($20,000,000). Of these shares of capital stock, 1,987,987,500 shares are classified as “Common Stock,” 7,412,500 shares are classified as “7.875% Series A Cumulative Redeemable Preferred Stock,” and 4,600,000 shares are classified as “6.00% Series B Cumulative Convertible Preferred Stock.” Our Board may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of redemption of such shares of stock.”

SECOND:                      The amendment to the charter of the Corporation as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

THIRD: Immediately prior to the amendment to the charter, the Corporation had the authority to issue one billion (1,000,000,000) shares of capital stock, par value one cent ($0.01) per share, amounting in the aggregate par value to ten million dollars ($10,000,000), classified as follows: 987,987,500 shares were classified as “Common Stock;” 7,412,000 shares were classified as “7.875% Series A Cumulative Redeemable Preferred Stock;” and 4,600,000 shares were classified as “6.00% Series B Cumulative Convertible Preferred Stock.” Following the amendment to the charter, the Corporation will have the authority to issue two billion (2,000,000,000) shares of capital stock, par value one cent ($0.01) per share, amounting in the aggregate par value to twenty million dollars ($20,000,000), classified as follows: 1,987,987,500 shares are classified as “Common Stock;” 7,412,500 shares are classified as “7.875% Series A Cumulative Redeemable Preferred Stock;” and 4,600,000 shares are classified as “6.00% Series B Cumulative Convertible Preferred Stock.”

FOURTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Corporation’s shares of capital stock were not changed by the amendment to the charter.

FIFTH: The undersigned Chief Financial Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[SIGNATURE PAGE FOLLOWS]
 
 
 
 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its name and on its behalf by its Chief Financial and attested to by its Secretary on this 23rd day of June, 2011.

ATTEST
ANNALY CAPITAL MANAGEMENT, INC.
 
By: /s/ R. Nicholas Singh (SEAL)
By: /s/ Kathryn Fagan
Name: R. Nicholas Singh
Name: Kathryn Fagan
Title: Secretary
Title: Chief Financial Officer