Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On June 6, 2023, MFA Financial, Inc.
(together with its subsidiaries, the “Company”) held its 2023 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
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.
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 24, 2023, 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 B, is filed as Exhibit 10.1 to this Form 8-K and is also incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As
indicated above, on June 6, 2023, MFA Financial, Inc. (the “Company”) held its Annual Meeting. The Annual Meeting
was held for the purpose of: (i) electing two Class I directors to serve on the Board until the 2026 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, 2023; (iii) considering
and voting on an advisory (non-binding) resolution to approve the Company’s executive compensation; (iv) considering and voting
on the Company’s Equity Compensation Plan; and (v) considering and voting on an advisory (non-binding) proposal regarding the
frequency of the advisory (non-binding) vote on the Company’s executive compensation.
As disclosed in the Company’s proxy statement,
dated April 24, 2023, as of April 10, 2023 (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 101,912,357 shares of common stock, each of which was entitled to one vote
at the Annual Meeting. A quorum of 76,076,397 shares of common stock of the Company, which represented approximately 74.65% 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 two nominees for election to the Board were elected to serve on the Board until the 2026 Annual Meeting of Stockholders
and until their successors are duly elected and qualify, based on the following votes:
Name of Class I
Nominee | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Votes | |
| Laurie S. Goodman | |
| 50,464,923
| | |
| 2,650,544
| | |
| 162,804 | | |
| 22,798,126 | |
| | |
| | | |
| | | |
| | | |
| | |
| Richard C. Wald
| |
| 51,888,356 | | |
| 1,230,381 | | |
| 159,534 | | |
| 22,798,126 | |
As indicated above, each of the
nominees for director received over a majority of votes cast on a per director basis, and therefore, each of the nominees 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, 2023, was approved, based on the following votes:
| For | | |
Against | |
Abstentions | |
| | 74,544,999
| | |
| 1,025,240 | |
| 506,158 | |
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 | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 50,844,661
| | |
| 2,080,159 | | |
| 353,451 | | |
| 22,798,126 | |
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 | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 50,713,385 | | |
| 2,198,266 | | |
| 366,620 | | |
| 22,798,126 | |
Proposal
5. The advisory (non-binding) recommendation of the frequency of future votes on MFA’s executive compensation
received the following votes:
| 1 Year | |
| 2 Years | |
| 3 Years | |
| Abstentions | |
| Broker Non-Votes | |
| 52,287,583 | |
| 248,758 | |
| 465,827 | |
| 276,103 | |
| 22,798,126 | |
Based upon the voting results set forth above under Proposal 5, the
Board has determined, based on the recommendation of its Compensation Committee, that future advisory (non-binding) votes on MFA’s
executive compensation will be submitted to stockholders on an annual basis.