Current Report Filing (8-k)
June 04 2021 - 4:15PM
Edgar (US Regulatory)
0001055160
false
0001055160
2021-06-02
2021-06-02
0001055160
us-gaap:CommonStockMember
2021-06-02
2021-06-02
0001055160
us-gaap:SeriesBPreferredStockMember
2021-06-02
2021-06-02
0001055160
us-gaap:SeriesCPreferredStockMember
2021-06-02
2021-06-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 2, 2021
MFA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland
|
|
1-13991
|
|
13-3974868
|
(State or other jurisdiction
of incorporation
or organization)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
One Vanderbilt Avenue, 48th Floor
|
|
|
|
New York,
New York
|
|
10017
|
|
(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):
¨
|
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
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
Symbols:
|
|
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
|
6.50% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, par value $0.01 per share
|
|
MFA/PC
|
|
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 ¨
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 June 2, 2021, MFA Financial, Inc. (the “Company”)
held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was held for the purpose of: (i) electing
two Class II directors to serve on the Board until the 2024 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, 2021; 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 21, 2021, as of April 7, 2021 (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 446,527,321 shares of common stock, each of which was entitled to one vote at the Annual
Meeting. A quorum of 294,579,224 shares of common stock of the Company, which represented approximately 66.0% 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 two nominees for election to the Board
were elected to serve on the Board until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify,
based on the following votes:
Name of Class II Nominee
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
Robin Josephs
|
|
|
203,554,385
|
|
|
|
17,170,083
|
|
|
|
670,941
|
|
|
|
73,183,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craig L. Knutson
|
|
|
217,171,174
|
|
|
|
3,624,514
|
|
|
|
599,721
|
|
|
|
73,183,815
|
|
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 II director of the Company.
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, 2021, was approved, based
on the following votes:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
291,911,313
|
|
|
|
1,900,040
|
|
|
|
767,871
|
|
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
|
|
|
210,458,484
|
|
|
|
8,549,815
|
|
|
|
2,387,110
|
|
|
|
73,183,815
|
|
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: June 4, 2021
MFA Financial (NYSE:MFA-C)
Historical Stock Chart
From Jun 2024 to Jul 2024
MFA Financial (NYSE:MFA-C)
Historical Stock Chart
From Jul 2023 to Jul 2024