(State or Other Jurisdiction
1211 Avenue of the Americas
New York, New York
(Address of principal executive offices)
(Former Name or Former Address, if Changed Since Last Report)
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Updated Article II, Section 5 to clarify that the chairman of a meeting of stockholders has the right to determine when announcement of the results of the matters considered and voted upon at such meeting should be made.
Amended Article II, Section 7 to provide that directors shall be elected by a plurality of votes cast only when (i) the secretary of the Company receives notice that a stockholder has nominated an individual for election as a director in compliance with the advance notice requirements set forth in the Bylaws, and (ii) such nomination has not been withdrawn before the close of business on the tenth day before the filing of the Company’s definitive proxy statement with the Securities and Exchange Commission, and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting.
Amended Article V, Section 1 to provide that the chief executive officer, in addition to the Board, has the right to appoint a chief operating officer and a chief financial officer.
Amended Article V, Section 2 to provide that the chief executive officer, in addition to the Board, has the right, with or without cause, to remove any officer.
Amended Article V, Section 12 to remove the outdated requirement that the assistant treasurer give the Company a bond in connection with the performance of his or her duties.
Amended Article V, Section 13 to clarify that the compensation, if any, paid by the Company to the officers shall be fixed by or under the authority of the Board.
Amended Article VII, Section 2 to remove the outdated requirement that all transfers of Company stock shall be made by the holder of such shares, in person or by his or her attorney.
Amended the title of Article VII, Section 4 to remove an obsolete reference to the closing of transfer books.
Amended Article VII, Section 6 to clarify the procedures for issuing fractional shares of Company stock and remove obsolete language regarding the transfer of such securities on the books of the Company.
Amended Article XIV to remove the requirement that amendments to the Bylaws, if approved exclusively by the Board, must also be approved by a majority of the Independent Directors (as such term is defined in the Bylaws).
Financial Statements and Exhibits.
Annaly Capital Management, Inc.
/s/ Glenn A. Votek
Name: Glenn A. Votek
Title: Chief Financial Officer
Date: October 10, 2018