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Section 1: DEFA14A (DEFA14A)


United States

Securities and Exchange Commission

Washington, D.C. 20549



(Rule 14a-101)






Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )


Filed by the Registrant              x

Filed by a Party other than the Registrant  ¨


Check the appropriate box:


¨ Preliminary Proxy Statement ¨ Soliciting Material Under Rule 14a-12
¨ Confidential, For Use of the  
Commission Only (as permitted  
by Rule 14a-6(e)(2))  
¨ Definitive Proxy Statement  
x Definitive Additional Materials  


MFA Financial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):


x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.



Title of each class of securities to which transaction applies:



2) Aggregate number of securities to which transaction applies:


3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



Proposed maximum aggregate value of transaction:



5) Total fee paid:


  ¨ Fee paid previously with preliminary materials:


  ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.



Amount previously paid:




Form, Schedule or Registration Statement No.:




Filing Party:




Date Filed:







*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 22, 2019. Meeting Information MFA FINANCIAL, INC. Meeting Type: Annual Meeting For holders as of the close of business on: March 29, 2019 Date: May 22, 2019 Time: 9:00 AM EDT Location:The Lotte New York Palace Hotel 455 Madison Avenue (between 50th & 51st Streets) New York, NY 10022 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. This notice also constitutes Notice of the 2019 Annual Meeting of Stockholders. 350 PARK AVENUE, 20TH FLOOR NEW YORK, NEW YORK 10022E56325-P17207-Z73846 See the reverse side of this notice to obtain proxy materials and voting instructions.




Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE:1. Notice & Proxy Statement 2. 2018 Annual Report How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:1) BY INTERNET: 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: [email protected] * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line..XXXX XXXX XXXX XXXX.XXXX XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 8, 2019 to facilitate timely delivery. How To Vote E56326-P17207-Z73846 Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card or voting instruction form..XXXX XXXX XXXX XXXX




Voting Items The Board of Directors recommends you vote FOR the following:1. Election of Directors Nominees 1a. James A. Brodsky 1b. Richard J. Byrne 1c. Francis J. Oelerich III The Board of Directors recommends you vote FOR proposals 2 and 3.2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.3. Approval of the advisory (non-binding) resolution to approve the Company's executive compensation. NOTE: The proxies are authorized to vote in their discretion upon any other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof. You cannot vote by returning this Notice. To vote the shares, you must authorize your proxy online, by telephone or request a paper copy of the proxy materials to receive a proxy card or voting instruction form. You may also attend the meeting and vote in-person. E56327-P17207-Z73846






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