UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 20,
2010
MFA FINANCIAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Maryland
|
1-13991
|
13-3974868
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
No.)
|
(IRS
Employer
Identification
No.)
|
350 Park Avenue,
21st Floor, New York, New York
10022
(Address
of Principal Executive Office) (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:
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
20, 2010, MFA Financial, Inc. ("MFA") held its 2010 Annual Meeting of
Stockholders (the "Annual Meeting"), at which the Company's stockholders
approved MFA's Amended and Restated 2010 Equity Compensation Plan (the "2010
Equity Compensation Plan"). The board of directors (the "Board"),
upon the recommendation of the Compensation Committee, originally adopted the
2010 Equity Compensation Plan on March 4, 2010 and approved an amendment on May
10, 2010, as disclosed in MFA's Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on May 10, 2010. The 2010
Equity Compensation Plan was approved subject to, and became effective upon, the
approval of MFA's stockholders at the Annual Meeting.
The 2010
Equity Compensation Plan is intended to provide incentives to key employees,
officers, directors and others expected to provide significant services to MFA
and any of its subsidiaries which, with the consent of the Board, participates
in the 2010 Equity Compensation Plan (the "Participating Companies"), including
the employees, officers and directors of the Participating Companies, to
encourage a proprietary interest in MFA, to encourage such key employees to
remain in the employ of the Participating Companies, to attract new employees
and to provide additional incentives to others to increase their efforts in
providing significant services to MFA and the other Participating
Companies.
A
description of the material terms of the 2010 Equity Compensation Plan was
included in MFA's definitive proxy statement on Schedule 14A filed with the SEC
on April 6, 2010 (the "Proxy Statement"). The above description of
the 2010 Equity Compensation Plan is qualified in its entirety by the full text
of the Amended and Restated 2010 Equity Compensation Plan which was filed as
Exhibit 10.1 to MFA's Form 8-K, dated May 10, 2010.
ITEM
5.07 Submission of Matters to a Vote of Security
Holders.
On May
20, 2010, MFA held its Annual Meeting in New York, New York for the purpose of:
(i) electing three Class III directors to serve on the Board until the 2013
Annual Meeting of Stockholders; (ii) approving the 2010 Equity Compensation Plan
and (iii) ratifying the appointment of Ernst & Young LLP as MFA's
independent registered public accounting firm for the fiscal year ending
December 31, 2010. The total number of shares of common stock
entitled to vote at the Annual Meeting was 280,759,597, of which 251,115,433
shares, or 89.44%, were present in person or by proxy.
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 election of three Class III directors to serve on
the Board until the 2013 Annual Meeting of Stockholders.
|
Name
of Class III Nominees
|
For
|
Withheld
|
Broker
Non-Votes
|
|
Stewart
Zimmerman
|
201,022,271
|
4,011,195
|
46,081,967
|
|
James
A. Brodsky
|
202,275,616
|
2,757,850
|
46,081,967
|
|
Alan
L. Gosule
|
194,179,633
|
10,858,833
|
46,081,967
|
There was
no solicitation in opposition to the foregoing nominees by stockholders. The
terms of office for Stephen R. Blank, Edison C. Buchanan, Michael L. Dahir,
William S. Gorin, Robin Josephs and George H. Krauss, our Class I and Class II
directors, continued after the Annual Meeting.
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Proposal
2. The approval of the 2010 Equity Compensation
Plan.
|
For
|
Against
|
Abstentions
|
Broker
Non-Votes
|
|
161,073,088
|
42,168,874
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1,791,504
|
46,081,967
|
Proposal
3. The ratification
of the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2010.
|
For
|
Against
|
Abstentions
|
|
250,070,479
|
419,404
|
625,550
|
Further information regarding these proposals is set forth in
MFA's Proxy Statement.
ITEM
8.01. Other Events.
MFA is
scheduled to make a presentation at the Keefe, Bruyette & Woods Diversified
Financial Services Conference 2010, which is being held at the St. Regis Hotel,
Two East 55th Street,
New York, New York, at 10:15 a.m. (EDT) on Wednesday, June 2, 2010. A live audio
webcast of MFA’s presentation will be available online at http://kbw.com/news/conference_DivFin2010_Webcast.html
at 10:15 a.m. (EDT) on the day of the presentation. The link will also be
available on MFA’s Investor Information page located on its website (www.mfa-reit.com) for
a 90-day period following the presentation.
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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.
| MFA FINANCIAL, INC. | |||
|
|
By:
|
/s/ Timothy W. Korth | |
| Timothy W. Korth | |||
| General Counsel, Senior Vice President and Secretary | |||
Date: May
26, 2010
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