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Section 1: 8-K (8-K)

 

 

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 22, 2019

 

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-13991

 

13-3974868

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation

 

 

 

Identification No.)

or organization)

 

 

 

 

 

350 Park Avenue, 20th Floor

 

 

New York, New York

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 207-6400

 

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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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

 

MFA

 

New York Stock Exchange

 

 

 

 

 

7.50% Series B Cumulative Redeemable
Preferred Stock, par value $0.01 per share

 

MFA/PB

 

New York Stock Exchange

 

 

 

 

 

8.00% Senior Notes due 2042

 

MFO

 

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 (§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  o

 

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.  o

 

 

 

 


 

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

 

On May 22, 2019, MFA Financial, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) for the purpose of:  (i) electing three Class III directors to serve on the Board until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) considering and voting on the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and (iii) considering and voting on an advisory (non-binding) resolution to approve the Company’s executive compensation.

 

As disclosed in the Company’s proxy statement, dated April 9, 2019, as of March 29, 2019 (the record date for stockholders of the Company entitled to notice of and to vote at the Annual Meeting), the Company had issued and outstanding 450,482,694 shares of common stock, each of which was entitled to one vote at the Annual Meeting.  A quorum of 407,743,782 shares of common stock of the Company, which represented approximately 90.5% of the issued and outstanding shares of common stock, was present in person or by proxy at the Annual Meeting.

 

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 three nominees for election to the Board were elected to serve on the Board until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualify, based on the following votes:

 

Name of Class III

 

 

 

 

 

 

 

Broker

 

Nominee

 

For

 

Against

 

Abstain

 

Non-Votes

 

 

 

 

 

 

 

 

 

 

 

James A. Brodsky

 

328,798,264

 

8,540,774

 

368,573

 

70,036,171

 

 

 

 

 

 

 

 

 

 

 

Richard J. Byrne

 

332,451,780

 

4,862,280

 

393,551

 

70,036,171

 

 

 

 

 

 

 

 

 

 

 

Francis J. Oelerich III

 

333,469,477

 

3,087,329

 

1,150,805

 

70,036,171

 

 

As indicated above, each of the nominees for director received over a majority of votes cast on a per director basis and therefore has been duly elected to serve as a Class III director of the Company.

 

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Proposal 2.  The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, was approved, based on the following votes:

 

For

 

Against

 

Abstentions

 

 

 

 

 

 

 

401,231,366

 

3,447,160

 

3,065,256

 

 

Proposal 3.  The proposal to consider, on an advisory (non-binding) basis, the Company’s executive compensation was approved, based on the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

326,069,609

 

9,269,574

 

2,368,428

 

70,036,171

 

 

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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.

 

 

MFA FINANCIAL, INC.

 

(REGISTRANT)

 

 

 

 

By:

/s/ Harold E. Schwartz

 

 

Name: Harold E. Schwartz

 

 

Title: Senior Vice President and General Counsel

 

 

 

Date:  May 23, 2019

 

 

 

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