--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-069389" form_type: "8-K" ticker: "MFA" cik: "0001055160" company_name: "MFA FINANCIAL, INC." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T04:41:06.393344+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # MFA stockholders approve amended equity compensation plan and elect directors at 2023 annual meeting ## Summary - Stockholders approved Equity Compensation Plan (amended & restated) effective June 6, 2023; share reserve increased by 5,228,310 shares. - Class I directors Laurie S. Goodman (50.5M for) and Richard C. Wald (51.9M for) elected for terms expiring 2026. - Ratification of KPMG as auditor for 2023 approved (74.5M for); advisory say-on-pay passed (50.8M for). - Future advisory votes on executive compensation to be held annually as recommended by stockholders (52.3M votes for 1-year frequency). - Equity plan extends until June 2033 and covers key officers, employees, and directors of MFA and its subsidiaries. ## SEC filing metadata - accession: 0001104659-23-069389 - form_type: 8-K - ticker: MFA - cik: 0001055160 - company_name: MFA FINANCIAL, INC. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/tm2317989d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-069389 - JSON: https://secwatch.observer/filing/0001104659-23-069389.json - Plain text: https://secwatch.observer/filing/0001104659-23-069389.txt ## Key facts - Shareholder Votes MFA FINANCIAL, INC. shareholders approved Advisory (non-binding) proposal regarding the frequency of the advisory vote on executive compensation at the 2023-06-06 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm - Shareholder Votes MFA FINANCIAL, INC. shareholders approved Advisory (non-binding) resolution to approve the Company's executive compensation at the 2023-06-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm - Shareholder Votes MFA FINANCIAL, INC. shareholders approved Election of two Class I directors to serve until 2026 at the 2023-06-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm - Shareholder Votes MFA FINANCIAL, INC. shareholders approved Approval of the MFA Financial, Inc. Equity Compensation Plan, as amended and restated at the 2023-06-06 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm - Shareholder Votes MFA FINANCIAL, INC. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-06 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1055160/000110465923069389/0001104659-23-069389-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.