NEW YORK--(BUSINESS WIRE)--
Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly” or the “Company”)
today announced that the Company has adopted two important corporate
governance enhancements.
De-Classification of Board of Directors
The Board of Directors of the Company (the “Board”) has unanimously
approved and amended its bylaws to de-classify its Board. Currently, the
Company’s Board is divided into three classes, with members of each
class being elected to three-year terms. The amendment to the bylaws
provides that Directors will be nominated for election for one-year
terms beginning with the Company’s annual meeting of stockholders in
2019 and as their terms expire. This phase-in approach will allow each
class of Directors to complete the term for which they were previously
elected by our shareholders. As a result, the Board will be fully
de-classified, with all Directors standing for annual election by the
annual meeting of stockholders in 2021.
Refreshment Policy for Board of Directors
In accordance with its commitment to pursue good governance and
corporate responsibility in a thoughtful way, the Board has also adopted
an enhanced Director refreshment policy. The new policy provides that an
independent Director may not stand for re-election at the next annual
meeting of stockholders taking place at the end of his or her term
following the earlier of his or her: (i) 12th anniversary of
service on the Board or (ii) 73rd birthday.
“As Annaly continues to focus on our firm commitment to strong corporate
governance, we are pleased to announce these enhancements to our
structure and policies in the best interests of our shareholders,”
commented Kevin G. Keyes, Chairman, Chief Executive Officer and
President of Annaly. “We believe that continually refreshing the
framework of our governance practices and oversight ensures fairness and
transparency and will contribute to increased value to our shareholders
over the long term. Eliminating the classified Board structure and
enhancing our Board refreshment policy increases the accountability of
our Board, and reflects management’s and the Board’s efforts to
proactively respond to the input of our global investor base and address
important initiatives relating to the best practices of corporate
governance.”
About Annaly
Annaly is a leading diversified capital manager that invests in and
finances residential and commercial assets. Annaly’s principal business
objective is to generate net income for distribution to its stockholders
and to preserve capital through prudent selection of investments and
continuous management of its portfolio. Annaly has elected to be taxed
as a real estate investment trust, or REIT, for federal income tax
purposes. Annaly is externally managed by Annaly Management Company LLC.
Additional information on the company can be found at www.annaly.com.
Forward-Looking Statements
This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are
based on various assumptions (some of which are beyond our control) and
may be identified by reference to a future period or periods or by the
use of forward-looking terminology, such as “may,” “will,” “believe,”
“expect,” “anticipate,” “continue,” or similar terms or variations on
those terms or the negative of those terms. Actual results could differ
materially from those set forth in forward looking statements due to a
variety of factors, including, but not limited to, changes in interest
rates; changes in the yield curve; changes in prepayment rates; the
availability of mortgage-backed securities and other securities for
purchase; the availability of financing and, if available, the terms of
any financing; changes in the market value of our assets; changes in
business conditions and the general economy; our ability to grow our
commercial real estate business; our ability to grow our residential
mortgage credit business; our ability to grow our middle market lending
business; credit risks related to our investments in credit risk
transfer securities, residential mortgage-backed securities and related
residential mortgage credit assets, commercial real estate assets and
corporate debt; risks related to investments in mortgage servicing
rights; our ability to consummate any contemplated investment
opportunities; changes in government regulations and policy affecting
our business; our ability to maintain our qualification as a REIT for
U.S. federal income tax purposes; and our ability to maintain our
exemption from registration under the Investment Company Act of 1940, as
amended. For a discussion of the risks and uncertainties which could
cause actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” in our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
We do not undertake, and specifically disclaim any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements,
except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181213005834/en/
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com
Source: Annaly Capital Management, Inc.