Item 5.07Item 5.07 - Submission of Matters to Vote
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 For Against Abstain Broker
Nominee Non-Votes
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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