MFA Financial (NYSE: MFA) holders back directors, KPMG and pay plan

Q: How many MFA Financial (MFA) shares were eligible to vote at the 2026 annual meeting?

As of the April 8, 2026 record date, MFA Financial had 101,596,232 shares of common stock issued and outstanding, with each share entitled to one vote at the 2026 Annual Meeting of Stockholders held on June 3, 2026.

Q: What quorum was present for MFA (MFA Financial, Inc.) at the 2026 annual meeting?

A quorum of 74,325,652 MFA Financial common shares was present in person or by proxy, representing approximately 73.16% of the issued and outstanding common stock entitled to vote at the 2026 Annual Meeting.

Q: Were MFA Financial’s director nominees elected at the 2026 annual meeting?

Yes. Class I director nominees Laurie S. Goodman and Richard C. Wald were each elected to serve until the 2029 Annual Meeting, receiving a majority of votes cast in favor on a per-director basis.

Q: Did MFA Financial (MFA) stockholders ratify KPMG LLP as auditor for 2026?

Yes. Stockholders approved the ratification of KPMG LLP as MFA Financial’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 73,275,772 votes for, 690,827 against, and 359,053 abstentions.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

MFA Financial, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 3, 2026. Stockholders voted on director elections, auditor ratification, and an advisory resolution on executive compensation.

As of the April 8, 2026 record date, the company had 101,596,232 shares of common stock outstanding. A quorum of 74,325,652 shares, representing approximately 73.16% of the outstanding common stock, was present in person or by proxy.

Two Class I directors, Laurie S. Goodman and Richard C. Wald, were each elected with over a majority of votes cast. KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026. The advisory (non-binding) proposal approving the company’s executive compensation also received stockholder approval.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares outstanding: 101,596,232 shares Quorum shares present: 74,325,652 shares Quorum percentage: 73.16% +4 more

7 metrics

Common shares outstanding 101,596,232 shares Issued and outstanding as of April 8, 2026 record date

Quorum shares present 74,325,652 shares Shares present in person or by proxy at 2026 Annual Meeting

Quorum percentage 73.16% Portion of issued and outstanding common stock represented

Votes for Laurie S. Goodman 48,746,159 votes Election as Class I director

Votes for Richard C. Wald 48,370,172 votes Election as Class I director

Votes for KPMG LLP ratification 73,275,772 votes Ratification as independent registered public accounting firm for 2026

Votes for executive compensation 48,100,115 votes Advisory (non-binding) say-on-pay resolution

Key Terms

quorum, broker non-votes, advisory (non-binding), independent registered public accounting firm, +1 more

5 terms

quorum financial

"A quorum of 74,325,652 shares of common stock of the Company, which represented approximately 73.16% of the issued and outstanding shares of common stock, was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"For | | Against | | Abstentions | | Broker Non-Votes 48,100,115 | | 2,135,819 | | 671,107 | | 23,418,611"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) financial

"considering and voting on an advisory (non-binding) resolution to approve the Company’s executive compensation"

independent registered public accounting firm financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/04/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-13991	13-3974868
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation		Identification No.)
or organization)

One Vanderbilt Avenue, 48th Floor
New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (212) 207-6400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbols:	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	MFA	New York Stock Exchange
7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share	MFA/PB	New York Stock Exchange
6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share	MFA/PC	New York Stock Exchange
8.875% Senior Notes due 2029	MFAN	New York Stock Exchange
9.000% Senior Notes due 2029	MFAO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2026, MFA Financial, Inc. (together with its subsidiaries, the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was held for the purpose of: (i) electing two Class I directors to serve on the Board until the 2029 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, 2026; 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 17, 2026, as of April 8, 2026 (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 101,596,232 shares of common stock, each of which was entitled to one vote at the Annual Meeting. A quorum of 74,325,652 shares of common stock of the Company, which represented approximately 73.16% 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 2029 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	48,746,159	1,930,702	230,180	23,418,611

Richard C. Wald	48,370,172	2,287,586	249,283	23,418,611

As indicated above, each of the nominees for director received over a majority of votes cast on a per director basis, and therefore, each of the nominees has been duly elected to serve as a Class I 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, 2026, was approved, based on the following votes:

For		Against		Abstentions
73,275,772		690,827		359,053

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
48,100,115		2,135,819		671,107		23,418,611

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MFA FINANCIAL, INC.
(REGISTRANT)

By:	/s/ Harold E. Schwartz
	Name:	Harold E. Schwartz
	Title:	Senior Vice President and General Counsel

Date: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did MFA (MFA Financial, Inc.) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class I directors, ratifying KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approving an advisory, non-binding resolution on MFA’s executive compensation program.

How many MFA Financial (MFA) shares were eligible to vote at the 2026 annual meeting?

As of the April 8, 2026 record date, MFA Financial had 101,596,232 shares of common stock issued and outstanding, with each share entitled to one vote at the 2026 Annual Meeting of Stockholders held on June 3, 2026.

What quorum was present for MFA (MFA Financial, Inc.) at the 2026 annual meeting?

A quorum of 74,325,652 MFA Financial common shares was present in person or by proxy, representing approximately 73.16% of the issued and outstanding common stock entitled to vote at the 2026 Annual Meeting.

Were MFA Financial’s director nominees elected at the 2026 annual meeting?

Yes. Class I director nominees Laurie S. Goodman and Richard C. Wald were each elected to serve until the 2029 Annual Meeting, receiving a majority of votes cast in favor on a per-director basis.

Did MFA Financial (MFA) stockholders ratify KPMG LLP as auditor for 2026?

Yes. Stockholders approved the ratification of KPMG LLP as MFA Financial’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 73,275,772 votes for, 690,827 against, and 359,053 abstentions.

How did MFA Financial (MFA) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory, non-binding proposal on MFA Financial’s executive compensation, with 48,100,115 votes for, 2,135,819 against, 671,107 abstentions, and 23,418,611 broker non-votes recorded at the 2026 Annual Meeting.

Filing Exhibits & Attachments

4 documents