ANNALY CAPITAL MANAGEMENT INC 8-K

What Happened

• Annaly Capital Management Inc. (NLY) filed an 8-K on June 11, 2026, reporting the outcomes of its 2026 Annual Meeting of Stockholders. Stockholders elected nine directors to serve until the 2027 Annual Meeting, gave advisory approval to the company’s executive compensation, ratified Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2026, and rejected an advisory proposal to allow stockholders to act by written consent. A total of 732,480,706 shares were entitled to vote; 577,469,072 shares (78.83%) were present in person or by proxy.

Key Details

• Directors elected: nine directors re/appointed; "for" votes ranged roughly from 410,568,283 to 417,436,503; broker non-votes: 155,868,572.
• Advisory vote on executive compensation (Say-on-Pay): For 389,682,344; Against 28,637,561; Abstain 3,280,595; Broker non-votes 155,868,572.
• Ratification of auditor (Ernst & Young LLP): For 560,444,015; Against 14,398,788; Abstain 2,626,269.
• Stockholder proposal to allow written consent: Rejected — For 125,082,555; Against 291,896,484; Abstain 4,621,461; Broker non-votes 155,868,572.

Why It Matters

• The election of the full board and ratification of the auditor maintain management and audit continuity. The advisory approval of executive compensation signals majority shareholder support for pay practices (non-binding). The rejection of the written-consent proposal means stockholders cannot shorten the process to act outside of shareholder meetings, preserving the current meeting-driven governance process.