Additional Proxy Soliciting Materials (definitive) (defa14a)
May 12 2016 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy
Statement
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[X]
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Definitive Additional
Materials
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Soliciting Material Pursuant to §240.14a-12
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ANNALY CAPITAL MANAGEMENT, INC.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities to
which transaction applies:
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3)
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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):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[
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Fee paid previously
with preliminary materials.
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[
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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.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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YOUR VOTE IS IMPORTANT TO US!
May 12, 2016
Dear Stockholder of Annaly Capital Management,
According to our latest records, we have not yet received your proxy vote for the important Annual Meeting of Stockholders of Annaly Capital Management,
Inc. to be held on May 26, 2016.
Your
Board of Directors has unanimously recommended that you vote FOR all proposals
on the agenda.
Please help your company avoid the expense of further solicitation by voting TODAYby telephone,
via
the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Even if you believe you have already
voted, we encourage you to vote now to ensure your vote has been validly cast
and is counted at the meeting. Your vote will only be counted once.
To view the proxy materials, go to
www.annalyannualmeeting.com
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Thank you for your support.
Sincerely,
R. Nicholas Singh
Secretary
REMEMBER:
You can vote your shares by telephone, or
via
the Internet.
Please follow the easy instructions on
the enclosed card.
If you have any questions, or need
assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A
INCORPORATED
TOLL-FREE at 1
888-750-5834
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ANNALY
CAPITAL MANAGEMENT, INC.
1211 AVE. OF THE AMERICAS
NEW YORK, NY
10036
ATTN: GLENN A. VOTEK
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VOTE BY
INTERNET - www.proxyvote.com
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Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the meeting date.
Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting instruction
form.
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ELECTRONIC DELIVERY OF FUTURE
PROXY MATERIALS
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If you would like to reduce the costs incurred by our
company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via
e-mail or the Internet. To sign up for electronic delivery, please follow
the instructions above to vote using the Internet and, when prompted,
indicate that you agree to receive or access proxy materials
electronically in future years.
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VOTE BY
PHONE - 1-800-690-6903
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Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the meeting date. Have your proxy card in hand
when you call and then follow the instructions.
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VOTE BY
MAIL
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Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION
ONLY
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THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED.
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The Board of Directors
recommends you vote FOR the following:
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1.
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Election of Directors
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Nominees
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For
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Against
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Abstain
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1a
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Kevin G. Keyes
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⬜
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⬜
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1b
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Kevin P. Brady
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⬜
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⬜
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⬜
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1c
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E. Wayne Nordberg
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⬜
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⬜
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The Board of Directors
recommends you vote FOR proposals 2 and 3:
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For
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Against
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Abstain
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2.
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Advisory approval of the company's executive
compensation.
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⬜
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⬜
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⬜
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3.
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Ratification of the appointment of Ernst
& Young LLP as our independent registered public accounting firm for
2016.
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⬜
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⬜
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⬜
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NOTE:
Such other
business as may properly come before the meeting or any adjournment
thereof.
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Yes
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No
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Please indicate if you
plan to attend this meeting
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⬜
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⬜
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Please sign exactly as
your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership
name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Annaly Capital Management,
Inc.
1211 Avenue of the Americas,
New York, NY 10036
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Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting:
The 2015 ANNUAL REPORT TO
STOCKHOLDERS and 2016 NOTICE & PROXY STATEMENT are available at www.proxyvote.com
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Annaly Capital Management,
Inc.
Annual Meeting of Stockholders
May 26, 2016
This proxy is
solicited by the Board of Directors
Revoking all prior proxies, the
undersigned hereby appoints Kevin G. Keyes and R. Nicholas Singh, and
each of them, proxies, with full power of substitution, to appear on behalf of
the undersigned and to vote all shares of Common Stock, par value $.01 per
share, of Annaly Capital Management, Inc. (the Company) that the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at the Warwick Hotel, 65 West 54th Street, New York, New York 10019,
commencing at 9:00 a.m., New York time, on Thursday, May 26, 2016, and at any
adjournment thereof, as fully and effectively as the undersigned could do if
personally present and voting, hereby approving, ratifying and confirming all
that said attorneys and agents or their substitutes may lawfully do in place of
the undersigned as indicated below.
The Shares represented by this proxy when properly executed, will be voted as directed.
If no directions are given, this
proxy will be voted in accordance with the Board of Directors' recommendations as listed on the reverse side of this
card and at their discretion on any other matter that may properly come before the meeting.
Continued and to be signed on reverse
side
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