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):
May 22, 2019
ANNALY CAPITAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-13447
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22-3479661
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1211 Avenue of the Americas
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10036
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New York, New York
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(Zip Code)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (212) 696-0100
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No Change
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(Former Name or Former Address, if Changed Since Last Report)
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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))
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 3.03.
Material Modification to Rights of Security Holders
As reported under Item 5.07 below, at the
Annual Meeting of Stockholders (the “Annual Meeting”) of
Annaly Capital Management, Inc. (the “Company”) held on May 22, 2019, 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 2,000,000,000 shares to 3,000,000,000 shares, consisting of 2,924,050,000 shares classified as “Common Stock,” 7,000,000 shares classified as “7.625% Series C Cumulative Redeemable Preferred Stock,” 18,400,000 shares classified as “7.50% Series D Cumulative Redeemable Preferred Stock,” 28,800,000 shares classified as “6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,” 19,550,000 shares classified as “6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,” and 2,200,000 shares classified as “8.125% Series H Cumulative Redeemable 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 May 22, 2019. 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 May 22, 2019, the Company held its Annual Meeting for the purpose of: (i) electing four directors to serve on the Board of Directors (the “Board”) until the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”); (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) approving an amendment to the Company’s charter to increase the number of authorized shares of capital stock to 3,000,000,000 shares; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The total number of shares of common stock entitled to vote at the Annual Meeting was 1,442,971,679, of which 1,274,119,560 shares, or 88.29%, 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 four directors to serve on the Board until the 2020 Annual Meeting.
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Director
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For
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Against
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Abstentions
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Broker Non-Votes
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Kevin G. Keyes
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751,547,316
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56,456,659
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25,286,143
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440,829,442
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Thomas Hamilton
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817,567,299
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11,039,390
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4,683,429
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440,829,442
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Kathy Hopinkah Hannan
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796,309,838
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32,518,843
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4,461,437
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440,829,442
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Vicki Williams
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813,345,411
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15,446,344
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4,498,363
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440,829,442
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Based on the foregoing votes, Kevin G. Keyes, Thomas Hamilton, Kathy Hopinkah Hannan and Vicki Williams were elected to serve on the Board until the 2020 Annual Meeting.
Proposal 2. Advisory approval of the Company’s executive compensation.
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For
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Against
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Abstentions
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Broker Non-Votes
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684,822,586
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139,169,919
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9,297,613
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440,829,442
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Proposal 3. Approval of an amendment to the Company’s charter to increase the number of authorized shares of capital stock to 3,000,000,000 shares.
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For
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Against
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Abstentions
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1,118,628,036
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138,268,531
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17,222,993
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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, 2019.
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For
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Against
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Abstentions
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1,244,263,506
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20,404,116
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9,451,938
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Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2019.
Item 9.01.
Financial Statements and Exhibits
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.
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Annaly Capital Management, Inc.
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By:
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/s/ Glenn A. Votek
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Name: Glenn A. Votek
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Title: Chief Financial Officer
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Date: May 23, 2019
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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 (the “Charter”) is hereby amended by deleting ARTICLE VI(A) in its entirety and adding a new ARTICLE VI(A) to read as follows:
“A. The total number of shares of stock of all classes which the Corporation has authority to issue is three billion (3,000,000,000) shares of capital stock, par value one cent ($0.01) per share, amounting in the aggregate par value to thirty million dollars ($30,000,000). Of these shares of capital stock, 2,924,050,000 shares are classified as “Common Stock,” 7,000,000 shares are classified as “7.625% Series C Cumulative Redeemable Preferred Stock,” 18,400,000 shares are classified as “7.50% Series D Cumulative Redeemable Preferred Stock,” 28,800,000 shares are classified as “6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,” 19,550,000 shares are classified as “6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,” and 2,200,000 shares are classified as “8.125% Series H Cumulative Redeemable 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 or other distributions, qualifications or terms or conditions of redemption of such shares of stock.”
SECOND
: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by the Maryland General Corporation Law (the “MGCL”).
THIRD:
The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 2,000,000,000 shares of stock, consisting of 1,924,050,000 shares of common stock, $0.01 par value per share (“Common Stock”), 7,000,000 shares of 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series C Preferred Stock”), 18,400,000 shares of 7.50% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series D Preferred Stock”), 28,800,000 shares of 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series F Preferred Stock”), 19,550,000 shares of 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value
per share (“Series G Preferred Stock”), and 2,200,000 shares of 8.125% Series H Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series H Preferred Stock”). The aggregate par value of all shares of stock having par value is $20,000,000.
FOURTH
: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 3,000,000,000 shares of stock, consisting of 2,924,050,000 shares of Common Stock, 7,000,000 shares of Series C Preferred Stock, 18,400,000 shares of Series D Preferred Stock, 28,800,000 shares of Series F Preferred Stock, 19,550,000 shares of Series G Preferred Stock, and 2,200,000 shares of Series H Preferred Stock. The aggregate par value of all shares of stock having par value is $30,000,000.
FIFTH
: The information required by Section 2-607(b)(2)(i) of MGCL is not changed by the foregoing amendment of the Charter.
SIXTH
: The undersigned officer 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 acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary on this 22nd day of May, 2019.
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ATTEST:
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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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By:
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/s/ Glenn A. Votek
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Name:
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Anthony C. Green
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Name:
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Glenn A. Votek
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Title:
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Secretary
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Title:
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Chief Financial Officer
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