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 22, 2013
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 |
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(Commission File Number) |
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(IRS Employer |
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of incorporation |
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Identification No.) |
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or organization) |
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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) |
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):
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 22, 2013, MFA Financial, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) in New York, New York for the purpose of: (i) electing three Class III directors to serve on the board of directors (the “Board”) until the 2016 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, 2013; and (iii) considering and voting on an advisory (non-binding) resolution to approve the Company’s executive compensation. 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 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualify, based on the following votes:
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Name of Class III |
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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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James A. Brodsky |
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234,689,862 |
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4,041,276 |
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2,383,110 |
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80,718,504 |
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Alan L. Gosule |
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225,080,413 |
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13,635,310 |
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2,298,525 |
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80,718,504 |
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Stewart Zimmerman |
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231,565,617 |
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7,158,394 |
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2,290,237 |
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80,718,504 |
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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.
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, 2013, was approved, based on the following votes:
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For |
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Against |
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Abstentions |
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317,808,826 |
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1,167,664 |
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2,756,262 |
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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:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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197,230,378 |
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40,286,457 |
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3,497,413 |
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80,718,504 |
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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: |
/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: May 23, 2013 |
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