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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): December 19, 2019

 

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-13991   13-3974868

(State or other jurisdiction

of incorporation
or organization)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

   

350 Park Avenue, 20th Floor

New York, New York

  10022
(Address of principal executive offices)   (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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class  

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share   MFA   New York Stock Exchange

7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share

  MFA/PB   New York Stock Exchange
8.00% Senior Notes due 2042   MFO   New York Stock Exchange

 

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.  ¨

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Resignation of Richard J. Byrne from Board of Directors. On December 19, 2019, Richard J. Byrne submitted his resignation as a member of the Board of Directors of MFA Financial, Inc. (the “Company”), effective at the close of business on December 31, 2019. Mr. Byrne’s resignation is not due to any disagreement between him and the Company.

 

(d) Election of Lisa Polsky to Board of Directors. On December 19, 2019, the Board of Directors of the Company elected Lisa Polsky as a director of the Company effective January 1, 2020. Ms. Polsky will fill the vacancy created by Mr. Byrne’s resignation. In connection with her election, the Board of Directors has appointed Ms. Polsky to serve on the Audit Committee of the Board.  A copy of the press release reporting on Ms. Polsky’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits
     
99.1   Press Release, dated December 19, 2019, regarding the election of Lisa Polsky to the Board of Directors of MFA Financial, Inc.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press Release, dated December 19, 2019, announcing the election of Lisa Polsky to the Board of Directors of MFA Financial Inc.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

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.

 

    MFA FINANCIAL, INC.
    (REGISTRANT)
     
    By: /s/ Harold E. Schwartz
      Name: Harold E. Schwartz
      Title: Senior Vice President and
      General Counsel
     
Date: December 19, 2019    

 

 

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