Current Report Filing (8-k)
May 19 2020 - 4:01PM
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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): May 15, 2020
MFA Financial, Inc.
(Exact name of Registrant as specified
in its charter)
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Maryland
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1-13991
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13-3974868
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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350 Park Avenue, 20th floor
New York, New York 10022
(Address of principal executive offices)
Registrant's
telephone number, including area code: (212) 207-6400
Not Applicable
(Former Name or Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K 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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¨
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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:
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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 1.01.
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Entry into a Material Definitive Agreement.
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On May 15, 2020, the Board of Directors
(the “Board”) of MFA Financial, Inc. (the “Company”) approved a form of indemnification agreement (the
“Indemnification Agreement”) between the Company and each of its directors and executive officers in substantially
the same form as the form attached hereto as Exhibit 10.1. Under the Indemnification Agreement, the Company agrees to indemnify
its directors and executive officers against liability arising out of the performance of their duties to the Company and its subsidiaries
to the fullest extent permitted under Maryland law. The Indemnification Agreement also sets forth certain exclusions and limits
from such indemnification rights, procedures with respect to requesting and obtaining indemnification, selection of counsel and
advancement of legal expenses and other customary provisions. The Company entered into such Indemnification Agreements with each
of its current directors and executive officers as of May 19, 2020.
The above description of the Indemnification
Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Indemnification
Agreement filed as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference.
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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) The information set forth under Item
1.01 of this Current Report on Form 8-K, as related to the executive officers, is incorporated into this Item 5.02(e) by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
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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Date: May 19, 2020
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MFA FINANCIAL, INC.
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By:
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/s/ Harold E. Schwartz
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Harold E. Schwartz
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Senior Vice President and
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General Counsel
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