Did Annaly Capital Management stockholders approve the right to act by written consent?

No. The advisory stockholder proposal to adopt the right to act by written consent was rejected, receiving 125,082,555 votes for and 291,896,484 against. There were 4,621,461 abstentions and 155,868,572 broker non-votes recorded on this governance-related proposal.

Annaly Capital (NYSE: NLY) investors approve board, pay and auditor but reject consent right

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Annaly Capital Management, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 10, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, each receiving over 410 million votes in favor with substantial margins over votes against.

Stockholders also approved, on an advisory basis, the Company’s executive compensation, with approximately 389.7 million votes for and 28.6 million against. They ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm, with over 560.4 million votes for. An advisory stockholder proposal to adopt the right to act by written consent was rejected, receiving 125.1 million votes for and 291.9 million against. Voting participation was high, with 577,469,072 of 732,480,706 entitled common shares represented, or about 78.83% of eligible shares.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 732,480,706 shares Shares represented: 577,469,072 shares Say-on-pay votes for: 389,682,344 votes +3 more

6 metrics

Shares entitled to vote 732,480,706 shares Common stock entitled to vote at 2026 annual meeting

Shares represented 577,469,072 shares Present in person or by proxy, about 78.83% participation

Say-on-pay votes for 389,682,344 votes Advisory approval of executive compensation

Auditor ratification votes for 560,444,015 votes Ratification of Ernst & Young LLP

Written-consent proposal votes against 291,896,484 votes Advisory proposal on right to act by written consent

Broker non-votes (director Finkelstein) 155,868,572 votes Broker non-votes recorded for each director election

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, right to act by written consent, +1 more

5 terms

broker non-votes financial

"Director | For | Against | Abstentions | Broker Non-Votes"

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 basis financial

"approved, on an advisory basis, the Company’s executive compensation"

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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”)"

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Understanding 8-K Material Events →

Available on EDGAR 06/11/2026 - 04:14 PM Accepted by SEC EDGAR 06/11/2026 - 04:14 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 10, 2026

Annaly Capital Management Inc

(Exact Name of Registrant as Specified in its Charter)


Maryland		1-13447	22-3479661
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)

1211 Avenue of the Americas
New York,	New York		10036
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 696-0100

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:

☐ 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 Symbol(s)	Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share	NLY	New York Stock Exchange




6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.F	New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.G	New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.I	New York Stock Exchange
8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock	NLY.J	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 10, 2026, Annaly Capital Management, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders elected nine directors to serve on the Company’s Board of Directors (the “Board”) until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and their successors are duly elected and qualify; approved, on an advisory basis, the Company’s executive compensation; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and rejected the advisory stockholder proposal to adopt the right to act by written consent.

The total number of shares of common stock entitled to vote at the Annual Meeting was 732,480,706, of which 577,469,072 shares, or 78.83%, were present in person or by proxy.

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 election of nine directors to serve on the Board until the 2027 Annual Meeting and their successors are duly elected and qualify.


Director	For	Against	Abstentions	Broker Non-Votes
David L. Finkelstein	417,436,503	2,578,327	1,585,670	155,868,572
Thomas Hamilton	415,335,120	4,665,607	1,599,773	155,868,572
Kathy Hopinkah Hannan	414,192,894	5,788,267	1,619,339	155,868,572
Martin Laguerre	414,855,733	4,992,776	1,751,991	155,868,572
Manon Laroche	416,733,286	3,224,930	1,642,284	155,868,572
Eric A. Reeves	410,568,283	9,337,893	1,694,324	155,868,572
Glenn A. Votek	416,490,345	3,440,489	1,669,666	155,868,572
Scott Wede	414,954,811	4,999,439	1,646,250	155,868,572
Vicki Williams	412,748,880	7,163,754	1,687,866	155,868,572

Proposal 2. Advisory approval of the Company’s executive compensation.


For	Against	Abstentions	Broker Non-Votes
389,682,344	28,637,561	3,280,595	155,868,572

Proposal 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


For	Against	Abstentions
560,444,015	14,398,788	2,626,269

Proposal 4. Advisory approval of a stockholder proposal to adopt the right to act by written consent.


For	Against	Abstentions	Broker Non-Votes
125,082,555	291,896,484	4,621,461	155,868,572

Further information regarding these proposals is set forth in the Company’s definitive proxy statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description

101						Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).

104						Cover page interactive data file (formatted in iXBRL in Exhibit 101).

SIGNATURES

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

ANNALY CAPITAL MANAGEMENT, INC.

By:

/s/ Audrey K. Susanin

Name: Audrey K. Susanin

Title: Chief Legal Officer & General Counsel

Dated: June 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Annaly Capital Management (NLY) stockholders vote on at the 2026 annual meeting?

Stockholders elected nine directors, approved executive compensation on an advisory basis, ratified Ernst & Young LLP as independent auditor, and voted on an advisory proposal for a written consent right, which was rejected by a wide margin.

Were Annaly Capital Management’s 2026 director nominees elected?

Yes. All nine director nominees were elected, each receiving more than 410 million votes in favor. Broker non-votes exceeded 155 million for each nominee, but these do not count against election and are typical when brokers lack discretionary voting authority.

How did Annaly Capital Management (NLY) stockholders vote on executive compensation?

Stockholders approved Annaly’s executive compensation on an advisory basis, with 389,682,344 votes for, 28,637,561 against, and 3,280,595 abstentions. There were also 155,868,572 broker non-votes, which are not counted as votes for or against the say-on-pay proposal.

What was the result of the auditor ratification vote for Annaly Capital Management?

Stockholders strongly ratified Ernst & Young LLP as Annaly’s independent registered public accounting firm, with 560,444,015 votes for, 14,398,788 against, and 2,626,269 abstentions. This substantial approval indicates broad shareholder support for the company’s chosen external auditor.

What level of shareholder participation did Annaly Capital Management report for the 2026 meeting?

Annaly reported that 577,469,072 shares were present in person or by proxy out of 732,480,706 entitled to vote. This represents approximately 78.83% of eligible common shares, indicating a relatively high level of shareholder engagement in the 2026 annual meeting.

Filing Exhibits & Attachments

4 documents