Item 5.07 Submission of Matters to a Vote of Security Holders

On May 19, 2021, Annaly Capital Management, Inc. (the "Company" or "Annaly") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders elected eleven directors to serve on the Board until the 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"); approved, on an advisory basis, the Company's executive compensation; and ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

The total number of shares of common stock entitled to vote at the Annual Meeting was 1,398,502,906, of which 1,054,164,617 shares, or 75.37%, 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 eleven directors to serve on the Board until the
2022 Annual Meeting.

Director                     For         Against     Abstentions     Broker Non-Votes
Francine J. Bovich       655,117,070    11,696,411    7,099,336        380,251,800
Wellington J. Denahan    656,596,521    10,028,668    7,287,628        380,251,800
Katie Beirne Fallon      655,504,908    11,349,557    7,058,352        380,251,800
David L. Finkelstein     658,660,141    7,911,408     7,341,268        380,251,800
Thomas Hamilton          655,591,711    11,029,647    7,291,459        380,251,800
Kathy Hopinkah Hannan    651,128,837    15,751,006    7,032,974        380,251,800
Michael Haylon           645,057,561    21,506,624    7,348,632        380,251,800
Eric A. Reeves           658,369,153    8,190,040     7,353,624        380,251,800
John H. Schaefer         655,317,563    11,242,259    7,352,995        380,251,800
Glenn A. Votek           656,294,083    10,320,967    7,297,767        380,251,800
Vicki Williams           648,794,026    18,177,990    6,940,801        380,251,800

Proposal 2. Advisory approval of the Company's executive compensation.



     For         Against     Abstentions     Broker Non-Votes
 610,221,121    52,972,617    10,719,079       380,251,800

Proposal 3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.



       For          Against     Abstentions
  1,037,413,804    10,635,085    6,115,728

Further information regarding these proposals is set forth in the Company's Proxy Statement.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.           Description

       101               Pursuant to Rule 406 of Regulation S-T, the cover page information is
                         formatted in iXBRL (Inline eXtensible Business Reporting Language).

       104               Cover page interactive data file (formatted in iXBRL in Exhibit 101).

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