NLY 8-K
Annaly Capital Management Inc (NLY)
8-K
2024-05-15
For: 2024-05-15
View Original
Added on
April 04, 2026
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)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (212 ) 696-0100
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2024, Annaly Capital Management, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders elected twelve directors to serve on the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and their successors are duly elected and qualify; approved, on an advisory basis, the Company’s executive compensation; and ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The total number of shares of common stock entitled to vote at the Annual Meeting was 500,440,023, of which 390,565,868 shares, or 78.04%, 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 twelve directors to serve on the Board until the 2025 Annual Meeting and their successors are duly elected and qualify.
Director | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Francine J. Bovich | 270,370,757 | 9,381,781 | 1,854,811 | 108,958,519 | ||||||||||
| David L. Finkelstein | 274,412,806 | 5,271,601 | 1,922,942 | 108,958,519 | ||||||||||
| Thomas Hamilton | 272,543,261 | 7,097,161 | 1,966,927 | 108,958,519 | ||||||||||
| Kathy Hopinkah Hannan | 270,712,311 | 8,992,364 | 1,902,674 | 108,958,519 | ||||||||||
| Michael Haylon | 265,860,960 | 13,788,998 | 1,957,391 | 108,958,519 | ||||||||||
| Martin Laguerre | 275,023,593 | 4,602,022 | 1,981,734 | 108,958,519 | ||||||||||
| Manon Laroche | 274,883,828 | 4,735,587 | 1,987,934 | 108,958,519 | ||||||||||
| Eric A. Reeves | 273,058,494 | 6,626,595 | 1,922,260 | 108,958,519 | ||||||||||
| John H. Schaefer | 269,544,856 | 10,031,553 | 2,030,940 | 108,958,519 | ||||||||||
| Glenn A. Votek | 274,296,572 | 5,365,265 | 1,945,512 | 108,958,519 | ||||||||||
| Scott Wede | 275,289,375 | 4,380,289 | 1,937,685 | 108,958,519 | ||||||||||
| Vicki Williams | 266,102,138 | 13,597,603 | 1,907,608 | 108,958,519 | ||||||||||
Proposal 2. Advisory approval of the Company’s executive compensation.
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 177,348,565 | 101,321,344 | 2,937,440 | 108,958,519 | ||||||||
Proposal 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | ||||||
| 379,257,792 | 8,860,754 | 2,447,322 | ||||||
Further information regarding these proposals is set forth in the Company’s definitive proxy statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover page interactive data file (formatted in iXBRL in Exhibit 101). | |||||||
SIGNATURES
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. | ||||||||||||||
By: | /s/ Anthony C. Green | |||||||||||||
Name: Anthony C. Green | ||||||||||||||
Title: Chief Corporate Officer & Chief Legal Officer | ||||||||||||||
Dated: May 15, 2024