MFA FINANCIAL,INC. (NYSE:MFA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May24, 2017, MFA Financial,Inc. (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting) for the
purpose of: (i)electing three ClassI directors to serve on the
Board until the 2020 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 Companys independent registered public accounting firm for
the fiscal year ending December31, 2017;(iii)considering and
voting on an advisory (non-binding) resolution to approve the
Companys executive compensation; and (iv)considering and voting
on an advisory (non-binding) proposal regarding the frequency of
the advisory (non-binding) vote on the Companys executive
compensation.
As disclosed in the Proxy Statement, as of March29, 2017 (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 372,843,142 shares of common stock, each of which was
entitled to one vote at the Annual Meeting. A quorum of
330,156,011 shares of common stock of the Company, which
represented approximately 88.55% 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 three nominees for
election to the Board were elected to serve on the Board until
the 2020 Annual Meeting of Stockholders and until their
successors are duly elected and qualify, based on the following
votes:
|
NameofClassI |
|
|
|
|
|
|
|
Broker |
|
Nominee |
|
For |
|
Against |
|
Abstain |
|
Non-Votes |
|
Stephen R. Blank |
270,193,870 |
8,420,550 |
420,688 |
51,120,903 |
||||
|
Laurie Goodman |
273,251,243 |
5,403,819 |
380,046 |
51,120,903 |
||||
|
William S. Gorin |
273,045,823 |
5,569,880 |
419,405 |
51,120,903 |
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 ClassI director of
the Company.
Proposal 2. The ratification of the
appointment of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017, was approved, based on the following votes:
|
For |
|
Against |
|
Abstentions |
|
|
326,294,702 |
1,889,418 |
1,971,891 |
Proposal 3. The proposal to consider,
on an advisory (non-binding) basis, the Companys executive
compensation was approved, based on the following votes:
|
For |
|
Against |
|
Abstentions |
|
BrokerNon-Votes |
|
|
269,228,690 |
8,339,791 |
1,466,627 |
51,120,903 |
Proposal 4.The advisory (non-binding)
recommendation of the frequency of future votes on MFAs
executive compensation received the following votes:
|
1Year |
|
2Years |
|
3Years |
|
Abstentions |
|
BrokerNon-Votes |
|
|
253,301,976 |
1,091,317 |
23,544,664 |
1,097,151 |
51,120,903 |
Based upon the voting results set forth above under Proposal 4,
the Board has determined, based on the recommendation of its
Compensation Committee, that future advisory (non-binding)
votes on MFAs executive compensation will be submitted to
stockholders on an annual basis.
About MFA FINANCIAL, INC. (NYSE:MFA)
MFA Financial, Inc. is engaged in the real estate finance business. The Company’s subsidiaries invest in residential mortgage assets, including Non-Agency mortgage-backed securities (MBS), Agency MBS, residential whole loans and credit risk transfer (CRT) securities. The Company’s Non-Agency MBS portfolio primarily consists of Legacy Non-Agency MBS and 3 Year Step-up securities. In addition to Non-Agency MBS investments, the Company invests in re-performing and non-performing residential whole loans through its interests in certain consolidated trusts. The mortgages collateralizing its Agency MBS portfolio are predominantly Hybrids, 15-year fixed-rate mortgages and adjustable-rate mortgages (ARMs). MFA FINANCIAL, INC. (NYSE:MFA) Recent Trading Information
MFA FINANCIAL, INC. (NYSE:MFA) closed its last trading session up +0.01 at 8.32 with 1,461,973 shares trading hands.
