Current Report Filing (8-k)
June 12 2020 - 4:03PM
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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 10, 2020
MFA FINANCIAL, INC.
(Exact name of registrant as specified
in its charter)
Maryland
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1-13991
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13-3974868
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(State or other jurisdiction
of incorporation
or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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350
Park Avenue, 20th Floor
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New York, New York
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10022
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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) 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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class:
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Trading
Symbols:
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Name
of each
exchange on which
registered:
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Common
Stock, par value $0.01 per share
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MFA
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New
York Stock Exchange
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7.50%
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
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MFA/PB
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New
York Stock Exchange
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6.50% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, par value $0.01 per share
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MFA/PC
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New York Stock Exchange
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8.00%
Senior Notes due 2042
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MFO
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New
York Stock Exchange
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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(e) On June 10, 2020, MFA Financial, Inc.
(the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company's
stockholders approved the Company’s Equity Compensation Plan (the “Equity Compensation Plan”), which is an amendment
and restatement of the Company’s previous equity compensation plan. The Equity Compensation Plan became effective
upon the approval of the Company’s stockholders at the Annual Meeting (see Item 5.07 below).
The Equity Compensation Plan is intended
to provide incentives to key officers and employees and directors of the Company and others expected to provide significant services
to the Company and its subsidiaries to encourage a proprietary interest in the Company, to retain current employees and attract
new employees to the Company and to provide additional incentives to others to increase their efforts in providing significant
services to the Company and its subsidiaries.
A description of the material terms of the
Equity Compensation Plan is included in the Company’s definitive proxy statement (the “Proxy Statement”) filed
with the Securities and Exchange Commission on April 27, 2020 under the heading “4. Approval of the MFA Financial, Inc. Equity
Compensation Plan, as Amended and Restated” and is incorporated herein by reference. A copy of the Equity Compensation Plan,
which is attached to the Proxy Statement as Appendix A, is filed as Exhibit 10.1 to this Form 8-K and is also incorporated herein
by reference.
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Item 5.07
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Submission
of Matters to a Vote of Security Holders.
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As indicated above, on June 10, 2020, the
Company held its Annual Meeting. The Annual Meeting was held for the purpose of: (i) electing three Class I directors to serve
on the Board until the 2023 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, 2020; (iii) considering and voting on an advisory (non-binding) resolution to approve the
Company’s executive compensation and (iv) considering and voting on the Company’s Equity Compensation Plan.
As disclosed in the Company’s
proxy statement, dated April 27, 2020, as of March 27, 2020 (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 453,115,673 shares of common stock, each
of which was entitled to one vote at the Annual Meeting. A quorum of 385,657,315 shares of common stock of the Company, which
represented approximately 85.1% 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 2023 Annual Meeting of Stockholders and until their successors are duly
elected and qualify, based on the following votes:
Name of Class I
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Broker
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Nominee
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For
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Against
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Abstain
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Non-Votes
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Laurie
S. Goodman
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284,907,935
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6,583,529
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1,132,342
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93,033,509
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Craig L. Knutson
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285,406,854
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6,102,993
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1,113,959
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93,033,509
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Richard C. Wald
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285,849,746
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5,572,040
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1,202,020
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93,033,509
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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 I 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, 2020,
was approved, based on the following votes:
For
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Against
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Abstentions
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374,545,258
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7,947,959
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3,164,098
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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
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Against
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Abstentions
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Broker Non-Votes
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276,459,067
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13,876,353
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2,288,386
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93,033,509
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Proposal 4. The proposal to consider the Company’s
Equity Compensation Plan (which amended and restated of the Company’s previous equity compensation plan) was approved, based
on the following votes:
For
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Against
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Abstentions
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Broker Non-Votes
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276,274,549
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13,959,926
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2,389,331
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93,033,509
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Item 9.01
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Financial Statements and Exhibits
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EXHIBIT INDEX
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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MFA FINANCIAL, INC.
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(REGISTRANT)
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By:
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/s/ Harold E. Schwartz
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Name: Harold E. Schwartz
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Title: Senior Vice President and General Counsel
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Date: June 12, 2020
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