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 31, 2019
Annaly Capital Management, Inc.
(Exact name of registrant as specified in its charter)


Maryland
(State or other jurisdiction of  
incorporation or organization)
1-13447
(Commission  
File Number)
22-3479661
(IRS Employer
Identification No.)
1211 Avenue of the Americas
New York, New York  
(Address of principal executive offices)
10036  
(Zip Code)

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

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
Pre-commencement communication 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
7.625% Series C Cumulative Redeemable Preferred Stock
NLY.C
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



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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 (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. ☐



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Item 3.03.    Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this report is incorporated herein by reference.
Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 31, 2019, Annaly Capital Management, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland reclassifying and redesignating all 2,200,000 authorized but unissued shares (the “Reclassified Preferred Stock”) of the Company’s preferred stock, par value $0.01 per share, without designation as to class or series, as shares of undesignated common stock, par value $0.01 per share, of the Company. The Reclassified Preferred Stock was previously classified pursuant to Articles Supplementary (the “Series H Articles Supplementary”) classifying, establishing and designating 2,200,000 shares of 8.125% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Series H Preferred Stock”). On May 31, 2019, the Company redeemed all 2,200,000 shares of issued and outstanding Series H Preferred Stock, and, in accordance with the Series H Articles Supplementary, after such redemption, all 2,200,000 shares of previously issued and outstanding Series H Preferred Stock had the status of authorized but unissued shares of preferred stock, without further designation as to series or class. As of May 31, 2019, no shares of Series H Preferred Stock were issued or outstanding. The Articles Supplementary became effective on May 31, 2019.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.


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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)
 
 
 
 
 
 
 
 
 
Date: June 3, 2019
By:
/s/ Glenn A. Votek
 
 
 
Name: Glenn A. Votek
 
 
 
Title: Chief Financial Officer
 
 
 
 
 
 
 
 
 












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Exhibit 3.1

ANNALY CAPITAL MANAGEMENT, INC.

ARTICLES SUPPLEMENTARY

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

FIRST: Under a power contained in Article VI of the charter of the Corporation (the “ Charter ”), the Board of Directors of the Corporation (the “ Board of Directors ”), by duly adopted resolutions, reclassified and designated 2,200,000 authorized but unissued shares (the “ Reclassified Preferred Stock ”) of the Corporation’s preferred stock, par value $0.01 per share, without designation as to class or series, as shares of undesignated common stock, par value $0.01 per share (the “ Common Stock ”), of the Corporation.
SECOND: The Common Stock classified as set forth above shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of undesignated shares of Common Stock as set forth in the Charter.
THIRD: The foregoing shares of Reclassified Preferred Stock have been reclassified and designated by the Board of Directors under the authority contained in the Charter.
FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law. The total number of authorized shares of capital stock of the Corporation will not change as a result of these Articles Supplementary.
FIFTH: These Articles Supplementary shall become effective at 11:59 p.m., Eastern Time, on May 31, 2019 (the “ Effective Time ”).
SIXTH: At the Effective Time, the total number of shares of capital stock which the Corporation has authority to issue is 3,000,000,000, consisting of 2,926,250,000 shares of Common Stock, 7,000,000 shares of 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, 18,400,000 shares of 7.50% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, 28,800,000 shares of 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, and 19,550,000 shares of 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all shares of stock having par value is $30,000,000.

SEVENTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer 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 of perjury.
- Signature page follows -



IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by its Chairman, Chief Executive Officer and President and attested to by its Secretary, Chief Corporate Officer and Chief Legal Officer on this 31st day of May, 2019.
ATTEST:  
By:   /s/ Anthony C. Green            
Name: Anthony C. Green
Title: Secretary, Chief Corporate Officer and Chief Legal Officer
ANNALY CAPITAL MANAGEMENT, INC.  
By:   /s/ Kevin G. Keyes          
Name: Kevin G. Keyes
Title: Chairman, Chief Executive Officer and President


Signature Page–Articles Supplementary (Series H Reclassification)