a50290109.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 24, 2012
ANNALY CAPITAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-13447 |
22-3479661
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(State or Other Jurisdiction
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(Commission |
(IRS Employer
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of Incorporation)
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File Number) |
Identification No.)
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1211 Avenue of the Americas
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Suite 2902
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New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 696-0100
No Change
(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:
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))
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 24, 2012, Annaly Capital Management, Inc. (“Company”) held its Annual Meeting in New York, New York for the purpose of: (i) electing three Class I directors to serve on the Board until the 2015 Annual Meeting of Stockholders and one Class III director to serve on the Board until the 2014 Annual Meeting of Stockholders; and (ii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The total number of shares of common stock entitled to vote at the Annual Meeting was 971,962,743, of which 862,160,110 shares, or 88.70%, 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 three Class I directors to serve on the Board until the 2015 Annual Meeting of Stockholders and the election of one Class III director to serve on the Board until the 2014 Annual Meeting of Stockholders.
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Director
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Wellington J. Denahan-Norris
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359,225,226
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50,967,564
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1,635,621
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450,331,699
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Michael Haylon
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367,518,142
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42,677,634
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1,632,635
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450,331,699
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Donnell A. Segalas
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228,648,841
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181,495,060
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1,684,510
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450,331,699
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Jonathan D. Green
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228,628,422
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181,544,319
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1,655,670
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450,331,699
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Based on the foregoing votes, Wellington J. Denahan-Norris, Michael Haylon and Donnell A. Segalas were elected as Class I directors to serve on the Board until our 2015 annual meeting of stockholders and until their successors are duly elected and qualified and Jonathan D. Green was elected as a Class III director to serve on the Board until our 2014 annual meeting of stockholders and until his successor is duly elected and qualified. Our Class II directors, who serve until our 2013 annual meeting of stockholders, are Kevin P. Brady and E. Wayne Nordberg. Our additional Class III directors, who serve until our 2014 annual meeting of stockholders, are Michael A.J. Farrell and John A. Lambiase.
Proposal 2. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the 2012 fiscal year.
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For
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Against
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Abstentions
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849,657,744
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8,934,348
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3,568,018
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Further information regarding these proposals is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 12, 2012.
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.
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Annaly Capital Management, Inc.
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By:
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/s/ Kathryn Fagan
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Name: Kathryn Fagan
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Title: Chief Financial Officer
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Date: May 24, 2012