--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-019078" form_type: "8-K" ticker: "NLY" cik: "0001043219" company_name: "ANNALY CAPITAL MANAGEMENT INC" filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:10:43.474220+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Annaly stockholders approve reduction in authorized shares to 1.53B; directors elected ## Summary - Charter amended to cut authorized capital stock from 3B to 1.53175B shares; effective May 18, 2023. - All ten director nominees elected, each receiving over 245M votes for and under 12.5M against. - Advisory vote on executive compensation approved (224.8M for, 29.1M against); frequency set to every year. - Ernst & Young ratified as independent auditor for FY 2023 with 367M votes for. - Stockholder proposal to lower special meeting ownership threshold rejected (76.4M for, 177.0M against). ## SEC filing metadata - accession: 0001628280-23-019078 - form_type: 8-K - ticker: NLY - cik: 0001043219 - company_name: ANNALY CAPITAL MANAGEMENT INC - filed_at: 2023-05-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/nly-20230517.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-019078 - JSON: https://secwatch.observer/filing/0001628280-23-019078.json - Plain text: https://secwatch.observer/filing/0001628280-23-019078.txt ## Key facts - Governance Changes ANNALY CAPITAL MANAGEMENT INC: Approved an amendment to decrease the number of authorized shares of capital stock from 3,000,000,000 to 1,531,750,000 (effective 2023-05-18). - Change: charter amendment - Effective: 2023-05-18 source text: On May 18, 2023, the Company filed Articles of Amendment effecting the Amendment with the State Department of Assessments and Taxation of Maryland (the “SDAT”), which were accepted for record by the SDAT and are effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders approved Election of ten directors at the 2023-05-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 1. The election of ten directors to serve on the Board until the 2024 Annual Meeting and their successors are duly elected and qualify. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm at the 2023-05-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 5. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders rejected Advisory approval of a stockholder proposal to further reduce the ownership threshold to call a special meeting at the 2023-05-17 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2023-05-17 source text: Proposal 6. Advisory approval of a stockholder proposal to further reduce the ownership threshold to call a special meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders approved Advisory vote on the frequency of future advisory votes to approve the Company's executive compensation at the 2023-05-17 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 3. Advisory vote on the frequency of future advisory votes to approve the Company's executive compensation. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders approved Advisory approval of the Company's executive compensation at the 2023-05-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 2. Advisory approval of the Company's executive compensation. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm - Shareholder Votes ANNALY CAPITAL MANAGEMENT INC shareholders approved Approval of an amendment to the Company's charter to decrease the number of authorized shares of capital stock at the 2023-05-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 4. Approval of an amendment to the Company's charter to decrease the number of authorized shares of capital stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1043219/000162828023019078/0001628280-23-019078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.