Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2021, MFA Financial, Inc. (the "Company") held its 2021 Annual
Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting was held for
the purpose of: (i) electing two Class II directors to serve on the Board until
the 2024 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, 2021; and (iii)
considering and voting on an advisory (non-binding) resolution to approve the
Company's executive compensation.
As disclosed in the Company's proxy statement, dated April 21, 2021, as of April
7, 2021 (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
446,527,321 shares of common stock, each of which was entitled to one vote at
the Annual Meeting. A quorum of 294,579,224 shares of common stock of the
Company, which represented approximately 66.0% 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 2024 Annual Meeting of Stockholders and until their
successors are duly elected and qualify, based on the following votes:
Broker
Name of Class II Nominee For Against Abstain Non-Votes
Robin Josephs 203,554,385 17,170,083 670,941 73,183,815
Craig L. Knutson 217,171,174 3,624,514 599,721 73,183,815
As indicated above, each of the nominees for director received over a majority
of votes cast on a per director basis and therefore has been duly elected to
serve as a Class II 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, 2021, was approved, based on the following votes:
For Against Abstentions
291,911,313 1,900,040 767,871
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
210,458,484 8,549,815 2,387,110 73,183,815
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