Annaly Capital Management, Inc. (NYSE:NLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Annaly Capital Management, Inc. (NYSE:NLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

OnNovember 1, 2017, the Board adopted certain amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”), effective as of the same date. The Bylaws amend and restate the Company’s bylaws in their entirety to provide that the number of directors in each of the Board’s three staggered classes of directors shall be as nearly equal in number as possible, including in the event that the aggregate number of directors is increased or decreased. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto.

Item 7.01

Regulation FD Disclosure.

On November 1, 2017, the Company issued a press release (the “Press Release”) announcing the increase in the size of the Board and election of Ms. Fallon and Ms. Williams as a members of the Board, each effective January 1, 2018. A copy of the Press Release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The Press Release is being furnished to Item 7.01, and the information contained therein shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) See Exhibit Index


ANNALY CAPITAL MANAGEMENT INC Exhibit
EX-3.1 2 a51708688ex3_1.htm EXHIBIT 3.1 Exhibit 3.1   ANNALY CAPITAL MANAGEMENT,…
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About Annaly Capital Management, Inc. (NYSE:NLY)

Annaly Capital Management, Inc. (Annaly) is a mortgage real estate investment trust (REIT). The Company’s principal business objectives are to generate net income for distribution to its stockholders from its investments and capital preservation. Its portfolio also includes residential credit investments, such as credit risk transfer securities and non-agency mortgage-backed securities. Its business operations primarily consist of Annaly Commercial Real Estate Group, Inc. (ACREG), which specializes in originating or acquiring, financing and managing commercial loans and other commercial real estate debt, commercial mortgage-backed securities and other commercial real estate-related assets; Annaly Middle Market Lending LLC (MML), which engages in corporate middle market lending transactions, and RCap Securities, Inc. (RCap), which operates as a broker-dealer, and is a member of the Financial Industry Regulatory Authority (FINRA). It is managed by Annaly Management Company LLC.