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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X] |
Filed by a Party other than
the Registrant [ ] |
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Check the appropriate
box: |
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Preliminary Proxy
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
[X] |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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ANNALY CAPITAL MANAGEMENT, INC. |
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(Name of Registrant as
Specified In Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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Payment of Filing Fee (Check
the appropriate box): |
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No fee required. |
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to
which transaction applies: |
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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ANNALY CAPITAL MANAGEMENT,
INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 21, 2015
To the Stockholders of Annaly Capital
Management, Inc.:
We will hold the annual meeting of the
stockholders of Annaly on May 21, 2015, at 9:00 a.m., New York time, at the
Warwick Hotel, 65 West 54th Street, New York, New York 10019, to consider and
vote on the following proposals:
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election of three Directors for a term of three
years each; |
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approval of a non-binding advisory resolution
on our executive compensation; |
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ratification of the appointment
of Ernst & Young LLP as our independent registered public accounting firm for 2015; and |
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any other matters as may properly come before
our annual meeting or any adjournment or
postponement thereof. |
Only our common stockholders of record
at the close of business on March 27, 2015, the record date for the annual
meeting, may vote at the annual meeting and any adjournments or postponements of
it. A complete list of our common stockholders of record entitled to vote at the
annual meeting will be available for inspection during the 10 business days
before the annual meeting at our executive offices during ordinary business
hours for proper purposes.
Your vote is very important. Please
exercise your right to vote.
If you attend the annual meeting in
person, you will need to present your admission ticket, or an account statement
showing your ownership of our common stock as of the record date, and valid
government issued photo identification. The indicated portion of your proxy card
or voter instruction card will serve as your admission ticket.
Our Board of Directors recommends that
you vote:
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FOR the election of each of the nominees as
Directors; |
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FOR approval of the non-binding advisory
resolution on executive compensation; and |
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FOR the ratification of the
appointment of Ernst & Young LLP as our independent registered public accounting firm for
2015. |
By Order of the Board of
Directors,
R. Nicholas Singh
Secretary
April
9, 2015
Important Notice Regarding the Availability of
Proxy Materials
for the Stockholder Meeting May 21, 2015.
Our Proxy
Statement and 2014 Annual Report to Stockholders are available at
www.proxyvote.com.
Table of Contents
Table of Contents
ANNALY CAPITAL MANAGEMENT,
INC.
1211 AVENUE OF THE AMERICAS
NEW
YORK, NEW YORK 10036
______________________
2015 ANNUAL MEETING OF STOCKHOLDERS
______________________
PROXY STATEMENT
Annaly Capital Management, Inc.
(Annaly, we, our or us) is furnishing this proxy statement in connection
with our solicitation of proxies to be voted at our 2015 annual meeting of
stockholders. We will hold the annual meeting at the Warwick Hotel, 65 West 54th
Street, New York, New York 10019, on Thursday, May 21, 2015 at 9:00 a.m. New
York time, and any postponements or adjournments thereof. We are sending this
proxy statement and the enclosed proxy to our stockholders commencing on or
about April 10, 2015.
QUESTIONS
AND ANSWERS ABOUT THE MEETING
Q: |
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What am I voting
on? |
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(1) |
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Election of three Directors,
Wellington J. Denahan, Michael Haylon and Donnell A. Segalas, for terms of
three years; |
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Approval of a non-binding advisory resolution
on our executive compensation; and |
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(3) |
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Ratification of the appointment of Ernst &
Young LLP as our independent registered public accounting firm for
2015. |
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How does the Board of
Directors recommend that I vote on these proposals? |
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Our Board of Directors recommends
that you vote: |
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FOR the election of each of the nominees as
Directors; |
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FOR approval of the non-binding advisory
resolution on executive compensation; and |
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(3) |
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FOR the ratification of the appointment of
Ernst & Young LLP as our independent registered public accounting firm
for 2015. |
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Who is entitled to vote at
the meeting? |
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Only common stockholders of record as
of the close of business on March 27, 2015, the record date, are entitled
to vote at the meeting. |
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What quorum is
required for the meeting? |
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A quorum will be
present at the annual meeting if a majority of the votes entitled to be
cast are present, in person or by proxy. Since there were 947,698,431
outstanding shares of common stock, each entitled to one vote per share,
as of the record date, we will need at least 473,849,216 votes present in
person or by proxy at the annual meeting for a quorum to exist. If a
quorum is not present at the annual meeting, we expect that the annual
meeting will be adjourned to solicit additional proxies. |
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What are the
voting requirements that apply to the proposals discussed in this proxy
statement? |
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Vote |
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Discretionary Voting |
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Proposal |
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Required |
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Allowed? |
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(1) Election of Directors |
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Majority |
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No |
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(2) Advisory vote on our executive
compensation |
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Majority |
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No |
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(3) Ratification of the appointment of
Ernst & Young LLP |
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Majority |
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Yes |
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Majority means (a) with regard to the
election of Directors, the affirmative vote of a majority of all the votes
cast on the election of a Director on a per Director basis; provided,
however, that in an election of Directors, if the number of nominees
exceeds the number of Directors to be elected at such meeting, the
Directors shall be elected by the vote of a plurality of the shares
represented in person or by proxy at any such meeting; and (b) with regard
to the advisory vote on our executive compensation and the ratification of
the appointment of Ernst & Young LLP, a majority of the votes cast at
the annual meeting. |
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Discretionary voting occurs when a
bank, broker, or other holder of record does not receive voting
instructions from the beneficial owner and votes those shares in its
discretion on any proposal as to which the rules of the New York Stock
Exchange permit such bank, broker, or other holder of record to vote. When
banks, brokers, and other holders of record are not permitted under the
New York Stock Exchange rules to vote the beneficial owners shares on a
proposal, and there is at least one other proposal on which discretionary
voting is allowed, the affected shares are referred to as broker
non-votes. |
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What is the
effect of abstentions and broker non-votes? |
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Abstentions will be
treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. An abstention is the voluntary act
of not voting by a stockholder who is present at a meeting and entitled to
vote. Broker non-votes will be treated as present and entitled to vote
for purposes of determining the presence of a quorum at the annual
meeting. |
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Abstentions and broker
non-votes, if any, will have no effect on the election of the Directors
(Proposal No. 1), the advisory vote on our executive compensation
(Proposal No. 2) and the ratification of the appointment of Ernst &
Young LLP (Proposal No. 3). |
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How will my
shares be voted if I do not specify how they should be
voted? |
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Properly executed
proxies that do not contain voting instructions will be voted as
follows: |
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(1) |
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Proposal No. 1: FOR the election
of Directors; |
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(2) |
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Proposal No. 2: FOR the advisory vote on our
executive compensation; and |
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(3) |
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Proposal No. 3: FOR the
ratification of Ernst & Young LLP as our independent registered public
accounting firm. |
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The individuals named
as proxies by a stockholder may vote for one or more adjournments of the
annual meeting, including adjournments to permit further solicitations of
proxies. |
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We do not expect that
any matter other than the proposals described above will be brought before
the annual meeting. If, however, other matters are properly presented at
the annual meeting, the individuals named as proxies will vote in
accordance with the recommendation of our Board of Directors. |
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What do I do if
I want to change my vote? |
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You may revoke a proxy
at any time before it is voted by filing with us a duly executed
revocation of proxy, by submitting a duly executed proxy to us with a
later date or by appearing at the annual meeting and voting in person. You
may revoke a proxy by any of these methods, regardless of the method used
to deliver your previous proxy. Attendance at the annual meeting without
voting will not itself revoke a proxy. |
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How will voting
on any other business be conducted? |
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Other than the three
proposals described in this proxy statement, we know of no other business
to be considered at the annual meeting. If any other matters are properly
presented at the meeting, your signed proxy card authorizes Wellington J.
Denahan, our Chairman of the Board of Directors and Chief Executive
Officer, and R. Nicholas Singh, our Secretary, to vote on those matters
according to their best judgment. |
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Who will count
the vote? |
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Representatives of
Broadridge Financial Solutions, Inc., the independent Inspector of
Elections, will count the votes. |
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Who can attend
the annual meeting? |
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All stockholders of
record as of March 27, 2015 can attend the annual meeting, although
seating is limited. If your shares are held through a broker and you would
like to attend, please either (1) write us at Investor Relations, Annaly
Capital Management, Inc., 1211 Avenue of the Americas, New York, New York
10036 or email us at investor@annaly.com, or (2) bring to the meeting a
copy of your brokerage account statement or an omnibus proxy (which you
can get from your broker). |
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In addition, you must
bring valid, government issued photo identification, such as a drivers
license or a passport. If you plan to attend, please check the box on your
proxy card and return it as directed on the proxy card. In addition, if
you are a record holder of common stock, your name is subject to
verification against the list of our record holders on the record date
prior to being admitted to the annual meeting. If you are not a record
holder but hold shares in street name, that is, with a broker, dealer,
bank or other financial institution that serves as your nominee, you
should be prepared to provide proof of beneficial ownership on the record
date, or similar evidence of ownership. If you do not provide valid
government issued photo identification or |
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comply with the other
procedures outlined above upon request, you will not be admitted to the
annual meeting. |
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Security measures will
be in place at the meeting to help ensure the safety of attendees. Metal
detectors similar to those used in airports may be located at the entrance
to the auditorium and briefcases, handbags and packages may be inspected.
No cameras or recording devices of any kind, or signs, placards, banners
or similar materials, may be brought into the meeting. Anyone who refuses
to comply with these requirements will not be admitted. |
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How will we
solicit proxies for the annual meeting? |
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A: |
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We are soliciting
proxies by mailing this proxy statement and proxy card to our
stockholders. We will pay the expenses incurred in connection with the
printing and mailing of this proxy statement. In addition to
solicitation by mail, our Directors and officers and employees of our
subsidiaries and Annaly Management Company LLC (our Manager), who will
not be specially compensated, may solicit proxies from our stockholders by
telephone, facsimile or other electronic means or in person. Arrangements
also will be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation materials to the beneficial
owners of shares held of record by these persons, and we will reimburse
them for their reasonable out-of-pocket expenses. We will bear the total
cost of soliciting proxies. |
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We have retained
Innisfree M&A Incorporated, a proxy solicitation firm, to assist us in
the solicitation of proxies in connection with the annual meeting. We will
pay Innisfree a fee of $15,000 for its services. In addition, we may pay
Innisfree additional fees depending on the extent of additional services
requested by us and will reimburse Innisfree for expenses Innisfree incurs
in connection with its engagement by us. In addition to the fees paid to
Innisfree, we will pay all other costs of soliciting proxies. |
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Stockholders have the
option to vote over the internet or by telephone. Please be aware that if
you vote over the internet, you may incur costs such as telephone and
access charges for which you will be responsible. |
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What is
Householding and does Annaly do this? |
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A: |
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Householding is a
procedure approved by the Securities and Exchange Commission (the SEC)
under which stockholders who have the same address and last name and do
not participate in electronic delivery of proxy materials receive only one
copy of a companys proxy statement and annual report from a company,
bank, broker or other intermediary, unless one or more of these
stockholders notifies the company, bank, broker or other intermediary that
they wish to continue to receive individual copies. We engage in this
practice, which is known as householding, as it reduces our printing and
postage costs. However, if a stockholder of record residing at such an
address wishes to receive a separate annual report or proxy statement, he
or she may request it orally or in writing by contacting us at Annaly
Capital Management, Inc., 1211 Avenue of the Americas, New York, New York
10036, Attention: Investor Relations, by emailing us at investor@annaly.com,
or by calling us at 212-696-0100, and we will promptly deliver to the
stockholder the requested annual report or proxy statement. If a
stockholder of record residing at such an address wishes to receive a
separate annual report or proxy statement in the future, he or she may
contact us in the same manner. If you are an eligible stockholder of
record receiving multiple copies of our annual report and proxy statement,
you can request householding by contacting us in the same manner. If you
own your shares through a bank, broker or other nominee, you can request
householding by contacting the nominee. |
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Q: |
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Could the Annual Meeting
be postponed or adjourned? |
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If a quorum is not present or
represented, our bylaws permit the chairman of the meeting to postpone or
adjourn the meeting, without notice other than an announcement. |
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Q: |
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Who can help answer my
questions? |
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A: |
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If you have any questions or need
assistance voting your shares or if you need additional copies of this
proxy statement or the enclosed proxy card, you should
contact: |
Annaly Capital Management, Inc.
1211
Avenue of the Americas
New York, NY 10036
Phone: (212)
696-0100
Facsimile: (212) 696-9809
Email: investor@annaly.com
Attention: Investor Relations
Our principal executive offices are
located at 1211 Avenue of the Americas, New York, New York 10036.
WHERE YOU CAN FIND MORE
INFORMATION |
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information that we file with the SEC at
the SECs public reference room at Public Reference Room, 100 F Street, N.E.,
Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. These SEC filings are also
available to the public from commercial document retrieval services and at the
Internet worldwide web site maintained by the SEC at http://www.sec.gov.
Reports, proxy statements and other information concerning us may also be
inspected at the offices of the New York Stock Exchange, which is located at 20
Broad Street, New York, New York 10005.
Our website is www.annaly.com. We make
available on this website under Investor Relations - SEC Filings, free of
charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports as soon as reasonably
practicable after we electronically file or furnish such materials to the
SEC.
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PROPOSAL
1 ELECTION OF DIRECTORS |
At the annual meeting, the stockholders
will vote to elect three Class I Directors, whose terms will expire at our
annual meeting of stockholders in 2018, subject to the election and
qualification of their successors or to their earlier death, resignation or
removal.
We have three Classes of Directors. Our
Class I Directors elected at this years meeting will serve until our annual
meeting of stockholders in 2018. Our Class II Directors serve until our annual
meeting of stockholders in 2016. Our Class III Directors serve until our annual
meeting of stockholders in 2017. Set forth below are the names and certain
biographical information on each of our Directors.
OUR BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR WELLINGTON J. DENAHAN, MICHAEL HAYLON AND DONNELL A. SEGALAS AS
DIRECTORS TO HOLD OFFICE UNTIL OUR ANNUAL MEETING OF STOCKHOLDERS IN 2018 AND
UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED. THE PERSONS
NAMED IN THE ENCLOSED PROXY WILL VOTE YOUR PROXY IN FAVOR OF THESE NOMINEES
UNLESS YOU SPECIFY A CONTRARY CHOICE IN YOUR PROXY.
Name |
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Class |
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Age |
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Independent |
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Director Since |
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Committee Memberships |
Wellington J. Denahan |
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I |
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51 |
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No |
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January 1997 |
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None |
Michael
Haylon |
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I |
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57 |
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Yes |
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June 2008 |
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Audit |
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Risk |
Donnell A. Segalas |
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I |
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57 |
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Yes |
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January 1997 |
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Compensation (Chair) |
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Nominating/Corporate
Governance |
Kevin G. Keyes |
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II |
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47 |
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No |
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November 2012 |
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None |
Kevin P. Brady |
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II |
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59 |
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Yes |
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January 1997 |
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Audit (Chair) |
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Nominating/Corporate Governance |
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Risk |
E. Wayne
Nordberg |
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II |
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76 |
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Yes |
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May 2004 |
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Compensation |
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Nominating/Corporate Governance
(Chair) |
Jonathan D. Green |
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III |
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68 |
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Yes |
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January 1997 |
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Compensation |
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Risk (Chair) |
John H.
Schaefer |
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III |
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63 |
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Yes |
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March 2013 |
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Audit |
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Compensation |
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Risk |
Francine J. Bovich |
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III |
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63 |
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Yes |
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May 2014 |
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Audit |
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Class I Directors
Wellington J. Denahan
is Chairman of the Board of Directors and
Chief Executive Officer of Annaly. Ms. Denahan was appointed Chairman of the
Board of Directors and Chief Executive Officer of Annaly in November 2012.
Previously, Ms. Denahan was appointed to serve as Co-Chief Executive Officer of
Annaly in October 2012. Ms. Denahan was elected in December 1996 to serve as
Vice Chairman of the Board of Directors. Ms. Denahan was Annalys Chief
Operating Officer from January 2006 to October 2012 and Chief Investment Officer
from 2000 to November 2012. She was a co-founder of Annaly. Ms. Denahan has a
B.A. in Finance from Florida State University.
The Board of Directors believes that
Ms. Denahans qualifications include her significant oversight experience
related to fixed income trading operations through years of serving as our Chief
Operating Officer and Chief Investment Officer, her industry experience and
expertise in the mortgage-backed securities markets, and her operational
expertise.
Michael Haylon was elected in June 2008 to serve as a Director. Since January
2012, Mr. Haylon has served as Managing Director, Head of Investment Products at
Conning, Inc. From September 2010 to December 2011, Mr. Haylon served as Head of
Investment Product Management at General Re New England Asset Management. He
was Chief Financial Officer of the Phoenix Companies, Inc. from 2004 until 2007,
and Executive Vice President and Chief Investment Officer of the Phoenix
Companies in 2002 and 2003. From 1995 until 2002, he held the position of
Executive Vice President of Phoenix Investment Partners, Ltd. a NYSE-listed
company, and President of Phoenix Investment Counsel, where he was responsible
for the management and oversight of $25 billion in closed-end and open-end
mutual funds, corporate pension funds and insurance company portfolios. From
1990 until 1994 he was Senior Vice President of Fixed-Income at Phoenix Home
Life Insurance Company. From 1986 until 1990, he was Managing Director at Aetna
Bond Investors where he was responsible for management of insurance company and
pension fund portfolios. From 1980 until 1984 he was Senior Financial Analyst at
Travelers Insurance Companies. He began his career in 1979 in the commercial
lending program at Philadelphia National Bank. Mr. Haylon has previously served
on the boards of Aberdeen Asset Management and Phoenix Investment Partners. He
has a B.A. from Bowdoin College and a M.B.A. from the University of
Connecticut.
The Board of Directors believes that
Mr. Haylons qualifications include his significant leadership and management
experience from his years of management and oversight of large financial asset
portfolios, his prior board experience with other companies and his expertise in
financial matters.
Donnell A. Segalas was elected in January 1997 to serve as a Director. Mr.
Segalas is Chair of the Compensation Committee, which provides oversight of the
compensation paid to our Manager and also administers our equity incentive plan.
Mr. Segalas is the Chief Executive Officer and a Managing Partner of Pinnacle
Asset Management L.P., a New York-based alternative asset management firm.
Additionally, Mr. Segalas is a member of Pinnacles Investment Committee and
sits on the boards of their offshore funds. Prior to joining Pinnacle in 2003,
Mr. Segalas was Executive Vice President and Chief Marketing Officer for
Alternatives at Phoenix Investment Partners. Mr. Segalas is a member of the
Nantucket Historical Society. He received a B.A. from Denison
University.
The Board of Directors believes that
Mr. Segalass qualifications include his significant experience from his years
of investing and managing private and public investment vehicles and his
experience serving on investment and executive committees with other
companies.
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Class II Directors
Kevin P. Brady was elected in January 1997 to serve as a Director and is
Chair of the Audit Committee, with oversight for financial disclosure, audit and
general accounting activities. Mr. Brady is the Chief Executive Officer of
ARMtech, a software company that he founded in 2007, which is dedicated to the
financial reporting market. In January of 2008, ThomsonReuters acquired
TaxStream, a software company founded by Mr. Brady. Prior to the acquisition, he
served as Chief Executive Officer of TaxStream, providing product expertise,
management and strategic direction for the company. Mr. Brady was awarded a
patent from the U.S. Patent and Trademark Office (No. 7627504) for the invention
of the TaxStream product. Mr. Brady worked in various accounting and tax
positions at PricewaterhouseCoopers from 1986 to 1994 and Merck from 1980 to
1986. Mr. Brady holds a B.A. from McGill University, an M.B.A. from New York
University and is a Certified Public Accountant (inactive).
The Board of Directors believes that
Mr. Bradys qualifications include his expertise in financial and accounting
matters as well as his significant experience managing systems and companies
focusing on the financial accounting market.
E. Wayne Nordberg was elected in May 2004 to serve as a Director and is Chair of
the Nominating/Corporate Governance Committee. Since 2008 he has served as
Chairman of Hollow Brook Wealth Management LLC, a SEC registered investment
advisor, which manages or advises $1.4 billion of investment assets. From
January 2003 to November 2008, Mr. Nordberg served as a senior director of
Ingalls & Snyder LLC, an NYSE member and registered investment advisor. From
1998 to June 2002, Mr. Nordberg served as Vice Chairman of the board of KBW
Asset Management, Inc., an affiliate of Keefe, Bruyette, & Woods, Inc., a
registered investment advisor. From 1988 to 1998, he served in various
capacities for Lord, Abbett & Co., a mutual fund company, including partner
and director of their family of funds. Mr. Nordberg received his B.A. from
Lafayette College, where he is a trustee emeritus. He is a member of the
Financial Analysts Federation and The New York Society of Security Analysts and
is a Trustee of the Atlantic Salmon Federation, The American Museum of Fly
Fishing, Glynwood Center and the National Wildlife Federation Endowment Fund.
Mr. Nordberg is also a director of PetroQuest Energy, Inc. and Reaves Utility
Income Fund, both NYSE-listed companies.
The Board of Directors believes that
Mr. Nordbergs qualifications include his significant experience in serving at a
senior executive level with a SEC registered investment advisor, his experience
as a director of an asset management company and his service as a board member
of other public companies.
Kevin G. Keyes is President of Annaly and is also a member of the Board of
Directors. Prior to being named to his current role, Mr. Keyes served as Chief
Strategy Officer and Head of Capital Markets at Annaly. Mr. Keyes has over 20
years of Capital Markets and Investment Banking experience. He joined Annaly in
2009 from Bank of America Merrill Lynch where he served in various senior
management and business origination roles since 2005. Prior to that, Mr. Keyes
also worked at Credit Suisse First Boston from 1997 until 2005 in various
capital markets roles and Morgan Stanley Dean Witter from 1990 until 1997 in
various investment banking positions. Mr. Keyes has a B.A. in Economics and a
B.S. in Business Administration (ALPA Program) from the University of Notre
Dame.
The Board of Directors believes that
Mr. Keyess qualifications include his over 20 years of experience in investment
banking and as an equity capital markets professional as well as his role in our
operations management and oversight of our strategic planning and deep
understanding of issues that are important to the companys growth.
8
Table of Contents
Class III Directors
Jonathan D. Green was elected in January 1997 to serve as a Director and is our
lead independent Director and Chair of the Risk Committee. Since January 2011,
Mr. Green has served as a special advisor to Rockefeller Group International,
Inc., a wholly owned subsidiary of Mitsubishi Estate Company, Ltd., operating
under the brand of The Rockefeller Group. He joined The Rockefeller Group in
1980 as Assistant Vice President and Real Estate Counsel. In 1983 he was
appointed Vice President, Secretary and General Counsel and in 1990 was elected
Chief Corporate Officer. On July 6, 1995 he was named President and Chief
Executive Officer of Rockefeller Group Development Corporation and Rockefeller
Center Management Corporation, both subsidiaries of The Rockefeller Group. In
October 2002 Mr. Green was named President and Chief Executive Officer of
Rockefeller Group International, Inc., becoming Vice Chairman in January 2009.
He served as Vice Chairman until December 2010. In his role as Vice Chairman,
Mr. Green was active in formulating the strategic planning for the company and
its subsidiaries, which include Rockefeller Group Development Corporation,
Rockefeller Group Investment Management, Rockefeller Group Technology Solutions,
Inc. and Rockefeller Group Business Centers. Before joining The Rockefeller
Group, Mr. Green was associated with the New York City law firm of Thacher,
Proffitt & Wood. He also serves on the board of trustees of the Wildlife
Conservation Society. Mr. Green graduated from Lafayette College and the New
York University School of Law.
The Board of Directors believes that
Mr. Greens qualifications include his significant experience as a chief
executive, his diverse and significant background in the real estate industry
and his legal expertise.
John H. Schaefer was elected in March 2013 to serve as a Director. Mr. Schaefer
has over 30 years financial services experience including serving as a member of
the management committee of Morgan Stanley from 1998 through 2005 and as
President and Chief Operating Officer of the Global Wealth Management division
of Morgan Stanley. Mr. Schaefer retired in February 2006 and from 2008 through
2012 served as a board member and chair of the audit committee of USI Holdings
Corporation. Mr. Schaefer has a B.B.A. in Accounting from the University of
Notre Dame and an M.B.A. from the Harvard Graduate School of
Business.
The Board of Directors believes that
Mr. Schaefers qualifications include his broad financial services management
experience, including management of strategic planning, capital management,
human resources, internal audit and corporate communications as well as his
board and audit committee experience.
Francine J. Bovich was elected in May 2014 to serve as a Director. Ms. Bovich has
over 30 years of investment management experience lastly serving as a Managing
Director of Morgan Stanley Investment Management from 1993-2010. Since 2011, Ms.
Bovich has been a trustee of The Bradley Trusts. Ms. Bovich has also served as a
board member of The Dreyfus Family of Funds since 2011, including currently
serving as a board member of 46 registered investment companies within the fund
complex. These funds represent a broad scope of investment strategies including
equities (US, non US, global, and emerging markets), taxable fixed income (US,
global, non US, and emerging markets), municipal bonds, and cash management.
From 1991 through 2005, Ms. Bovich served as the U.S. Representative to the
United Nations Investment Committee, which advised a global portfolio of
approximately $30 billion. Ms. Bovich is a member of The Economic Club of New
York, an emeritus trustee of Connecticut College and chair of the Investment
Sub-Committee for its endowment, and a director of Hill House, Inc. Ms. Bovich
has a B.A. in Economics from Connecticut College, New London, CT and an M.B.A.
in Finance from New York University.
The Board of Directors believes that
Ms. Bovichs qualifications include her significant investment management
experience and her experience serving as a trustee and board member.
9
Table of Contents
CORPORATE
GOVERNANCE, DIRECTOR INDEPENDENCE,
BOARD MEETINGS AND
COMMITTEES
Corporate Governance
We believe that we have implemented
effective corporate governance policies and observe good corporate governance
procedures and practices. We have adopted a number of written policies,
including corporate governance guidelines, code of business conduct and ethics
and charters for our Audit Committee, Compensation Committee,
Nominating/Corporate Governance Committee and Risk Committee.
Board Oversight of Risk
The Board of Directors is responsible
for overseeing our risk management practices and committees of the Board of
Directors assist it in fulfilling this responsibility. The Board of Directors
established the Risk Committee, which is comprised solely of independent
Directors, to assist the Board of Directors in the oversight of our risk
governance structure; our risk management and risk assessment guidelines and
policies regarding market, credit and liquidity and funding risk; our risk
tolerance, including risk tolerance levels and capital targets and limits; and
our capital, liquidity, and funding.
As required by its charter, the Audit
Committee has oversight for certain aspects of risk management, including review
of the major franchise, reputational, legal and compliance exposures of the
company, as well as, in coordination with the Risk Committee, guidelines and
policies that govern the process for risk assessment and risk management. At
least annually, the Audit Committee reviews with management our risk management
program which identifies and quantifies a broad spectrum of enterprise-wide
risks and related action plans. In 2014, our full Board of Directors
participated in this review and discussion and expects to continue this practice
as part of its role in the oversight of our risk management practices. In
addition, employees of our subsidiaries and our Manager report to the Risk
Committee on various matters related to our risk exposures on a regular basis or
more frequently, if appropriate. At their discretion, members of the Board of
Directors may also directly contact management to review and discuss any
risk-related or other concerns that may arise between regular meetings. Our
Board of Directors reviewed with our Compensation Committee its assessment of
risk and risk management applicable to our compensation policies and practices.
Please see the Compensation Discussion and Analysis section of this proxy
statement for a discussion of this assessment.
Independence of Our Directors
New York Stock Exchange rules require
that at least a majority of our Directors be independent of our company and
management. The rules also require that our Board of Directors affirmatively
determine that there are no material relationships between a Director and us
(either directly or as a partner, stockholder or officer of an organization that
has a relationship with us) before such Director can be deemed independent. We
have adopted independence standards consistent with New York Stock Exchange
rules. None of the corporations or organizations that have employed any of our
independent Directors during the past five years is a parent, subsidiary or
other affiliate of Annaly. In addition, our Board of Directors has reviewed both
direct and indirect transactions and relationships that each of our Directors
had or maintained with us, our management and employees of our subsidiaries. As
a result of this review, our Board of Directors, based upon the fact that none
of Kevin P. Brady, Jonathan D. Green, Michael Haylon, E. Wayne Nordberg, Donnell
A. Segalas, John H. Schaefer and Francine J. Bovich have any relationships with
us other than as Directors and holders of our common stock, affirmatively
determined that these seven Directors are independent under New York Stock
Exchange rules. Wellington J. Denahan and Kevin G. Keyes are not considered
independent because they are officers of the company.
10
Table of Contents
Board Leadership
Structure
Wellington J. Denahan, one of our
founders, is our Chairman of the Board of Directors and Chief Executive Officer.
We believe that a combined Chairman of the Board of Directors and Chief
Executive Officer position, together with independent Directors serving as
members and chairs of each of our Board committees, and regularly scheduled
sessions of the Board and committees is the most appropriate Board leadership
structure for us at this time. Experienced and independent Directors, sitting on
and chairing various committees, oversee our operations, risks, performance and
business strategy. Our Board believes that for us, the combination of the
Chairman of the Board of Directors and Chief Executive Officer positions takes
advantage of Ms. Denahans talent and knowledge and effectively combines the
responsibilities for strategy development and execution with management of
day-to-day operations. We also believe it provides us with clear leadership
lines and reduces the potential for confusion or duplication of efforts.
Our Board believes that given its
strong governance practices, including the requirement that a majority of its
members be independent, the combination of these two roles, provide an
appropriate balance among strategy development, operational execution and
independent oversight. In addition, in February 2015, the independent Directors
approved the creation of a lead independent Director role.
Lead Independent
Director
The lead independent
Director:
● |
facilitates communication between the
independent Directors and the Chairman of the Board of Directors; |
|
|
● |
advises on the selection of committee
chairs; |
|
|
● |
presides at meetings of the Board
of Directors in the absence of or at the request of the Chairman of the Board of Directors; and |
|
|
● |
makes himself or herself available for
consultation or direct communication with major stockholders. |
The lead independent Director is
appointed annually by the independent Directors and Jonathan Green has been
appointed to serve as the initial lead independent Director.
Board Committees, Charters and
Policies
Code of Business Conduct and
Ethics
We have adopted a Code of Business
Conduct and Ethics, which sets forth the basic principles and guidelines for
resolving various legal and ethical questions that may arise in the workplace
and in the conduct of our business. This code is applicable to our Directors,
officers and all employees of our subsidiaries as well as our
Manager.
Corporate Governance
Guidelines
We have adopted Corporate Governance
Guidelines which, in conjunction with the charters and key practices of our
Board committees, provide the framework for the governance of our
company.
Other Charters
Our Compensation Committee, Audit
Committee, Nominating/Corporate Governance Committee and Risk Committee have
also adopted written charters which govern their conduct.
11
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Where You Can Find These
Documents
Our Code of Business Conduct and
Ethics, Corporate Governance Guidelines, Compensation Committee Charter, Audit
Committee Charter, Nominating/Corporate Governance Committee Charter and Risk
Committee Charter are available on our website (www.annaly.com). We will provide
copies of these documents free of charge to any stockholder who sends a written
request to Investor Relations, Annaly Capital Management, Inc., 1211 Avenue of
the Americas, New York, New York 10036.
Hedging Policy
We have a policy prohibiting all
Directors, officers and all employees of our subsidiaries as well as our Manager
from engaging in any hedging transactions with respect to our equity securities
held by them, which includes the purchase of any financial instrument (including
forward contracts and zero cost collars) designed to hedge or offset any
decrease in the market value of such equity securities.
Compensation
Committee
We have a standing Compensation
Committee. The members of our Compensation Committee are Donnell A. Segalas
(Chair), Jonathan D. Green, E. Wayne Nordberg, and John H. Schaefer, each of
whom is an independent Director within the meaning of the rules of the New York
Stock Exchange. The Compensation Committee reviews the fees we pay to our
Manager under our management agreement and administers our equity incentive plan
and recommends changes to our equity incentive plan to our Board of Directors
when appropriate. The Compensation Committee monitors from time to time any such
payment and reserves the right to award compensation to the executives that may
not qualify under Section 162(m) as deductible compensation. Section 162(m) of
the Internal Revenue Code denies a tax deduction for compensation in excess of
$1 million paid to its named executive officers unless the compensation is
performance-based within the meaning of Section 162(m).
Audit Committee
We have a standing Audit Committee. The
members of our Audit Committee are Kevin P. Brady (Chair), Francine J. Bovich,
Michael Haylon, and John H. Schaefer. Each member of our Audit Committee is an
independent Director within the meaning of the rules of the New York Stock
Exchange, and Mr. Brady has been designated as our Audit Committees financial
expert. The Audit Committee recommends to our Board of Directors the engagement
or discharge of independent registered public accountants, reviews the plan and
results of the auditing engagement with our Chief Financial Officer and our
independent registered public accountants, and reviews with our Chief Financial
Officer the scope and nature of our internal auditing system. The activities of
the Audit Committee are described in greater detail below under the caption
Report of the Audit Committee.
Nominating/Corporate Governance
Committee
We have a standing Nominating/Corporate
Governance Committee. The members of our Nominating/Corporate Governance
Committee are E. Wayne Nordberg (Chair), Kevin P. Brady and Donnell A. Segalas.
Each of the members of our Nominating/Corporate Governance Committee meets the
independence requirements of the New York Stock Exchange. Our
Nominating/Corporate Governance Committee (i) recommends criteria for the
selection of new Directors, identifies individuals qualified to become Board
members and recommends to the Board of Directors persons to be nominated as
Directors or to be elected to fill vacancies on the Board of Directors; (ii)
develops and recommends to the Board of Directors a set of corporate governance
principles; (iii) provides oversight of the evaluation of the Board of Directors
and management; and (iv) considers corporate governance matters, such as
Director retirement policies, succession plans for management and potential
conflicts of interest of members of the Board of Directors and senior management
and makes recommendations for change, as appropriate. Our
12
Table of Contents
Nominating/Corporate Governance
Committee will consider nominees recommended by our stockholders. These
recommendations should be submitted in writing to our Secretary.
Our Nominating/Corporate Governance
Committee currently considers the following factors in making its
recommendations to the Board of Directors: background, skills, expertise,
accessibility and availability to serve effectively on the Board of Directors.
Our Nominating/Corporate Governance Committee also conducts inquiries into the
background and qualifications of potential candidates. Although the
Nominating/Corporate Governance Committee does not have a formal diversity
policy, it believes that diversity is an important factor in determining the
composition of the Board of Directors. Additionally, the committee believes that
it is critical to have a Board of Directors with diverse backgrounds in various
areas as this contributes to our success and is in the best interests of our
stockholders.
Our Nominating/Corporate Governance
Committee uses a variety of methods for identifying and evaluating nominees for
Director. Our Nominating/Corporate Governance Committee regularly assesses the
appropriate size of the Board of Directors, and whether any vacancies on the
Board of Directors are expected due to retirement or otherwise. In the event
that vacancies are anticipated, or otherwise arise, our Nominating/Corporate
Governance Committee considers various potential candidates for Director.
Candidates may come to the attention of our Nominating/Corporate Governance
Committee through current members of our Board of Directors, professional search
firms, stockholders or other persons. These candidates are evaluated at regular
or special meetings of our Nominating/Corporate Governance Committee and may be
considered at any point during the year. As described above, our
Nominating/Corporate Governance Committee considers properly submitted
stockholder nominations for candidates for the Board of Directors. Following
verification of the stockholder status of persons proposing candidates,
recommendations are aggregated and considered by our Nominating/Corporate
Governance Committee at a regularly scheduled or special meeting. If any
materials are provided by a stockholder in connection with the nomination of a
Director candidate, such materials are forwarded to our Nominating/Corporate
Governance Committee. Our Nominating/Corporate Governance Committee also reviews
materials provided by professional search firms or other parties in connection
with a nominee who is not proposed by a stockholder. In evaluating such
nominations, our Nominating/Corporate Governance Committee seeks to achieve a
balance of knowledge, experience and capability on the Board of
Directors.
Risk Committee
We have a standing Risk Committee. The
members of our Risk Committee are Jonathan D. Green (Chair), Kevin P. Brady,
Michael Haylon, and John H. Schaefer. Each member of the Risk Committee is an
independent Director within the meaning of the rules of the New York Stock
Exchange. The Risk Committee assists the Board in the oversight of our risk
governance structure; our risk management and risk assessment guidelines and
policies regarding market, credit and liquidity and funding risk; our risk
tolerance, including risk tolerance levels and capital targets and limits; and
our capital, liquidity, and funding.
Board and Committee
Meetings
During 2014, our Board of Directors
held fourteen meetings. During 2014, the Compensation Committee held three
meetings, the Audit Committee held five meetings, the Nominating/Corporate
Governance Committee held two meetings, and the Risk Committee held four
meetings. Each Director attended at least 75% of the aggregate number of
meetings held by our Board of Directors and 75% of the aggregate number of
meetings of each committee on which the Director served.
13
Table of Contents
We require each member of the Board of
Directors to attend our annual meeting of stockholders except for absences due
to causes beyond the reasonable control of the Director. All of our Directors
attended our 2014 annual meeting of stockholders.
Meetings of Independent Directors
Our corporate governance guidelines
require that the Board have at least two regularly scheduled meetings each year
for our independent Directors. These meetings, which are designed to promote
unfettered discussions among our independent Directors, are presided over by our
lead independent Director. In 2014, prior to the appointment of a lead
independent Director, Kevin Brady, an independent Director, presided over these
meetings. During 2014, our independent Directors, without the participation of
Board members who are members of management, held two meetings.
Communications with the Board of
Directors
Interested persons may communicate
their comments, complaints or concerns by sending written communications to the
Board of Directors, committees of the Board of Directors and individual
Directors by mailing those communications to:
Annaly Capital Management,
Inc.
[Addressee*]
1211 Avenue of the Americas
New York, NY
10036
Phone: (212) 696-0100
Facsimile: (212) 696-9809
Email: investor@annaly.com
Attention: Investor
Relations
* |
Audit Committee of the Board of Directors |
* |
Compensation Committee of the Board of Directors |
* |
Nominating/Corporate Governance Committee of the Board of
Directors |
* |
Risk Committee of the Board of Directors |
* |
Independent Directors |
* |
Lead Independent Director |
* |
Name of individual
Director |
These communications are sent by us
directly to the specified addressee.
14
Table of Contents
The following sets forth certain
information with respect to our executive officers:
Name |
Age |
Title |
Wellington J.
Denahan |
51 |
Chairman of the Board of
Directors and Chief Executive Officer |
Kevin G. Keyes |
47 |
President and Director |
Glenn A. Votek |
56 |
Chief Financial
Officer |
R. Nicholas Singh |
56 |
Chief Legal Officer and
Secretary |
Biographical information on Ms. Denahan
and Mr. Keyes is provided above. Certain biographical information for Mr. Votek
and Mr. Singh is set forth below.
Glenn A. Votek was appointed to serve as Chief Financial Officer of Annaly
and our subsidiary Fixed Income Discount Advisory Company (FIDAC) in August
2013. Mr. Votek joined Annaly in May 2013 from CIT Group where he was an
Executive Vice President and Treasurer since 1999 and President of Consumer
Finance since 2012. Prior to that, Mr. Votek worked at AT&T and its finance
subsidiary from 1986 until 1999 in various financial management roles. Mr. Votek
has a B.S. in Finance and Economics from the University of Arizona/Kean College
and a M.B.A. in Finance from Rutgers University.
R. Nicholas Singh is Chief Legal Officer and Secretary of Annaly and FIDAC. Mr.
Singh was employed by Annaly in February 2005. From 2001 until he joined Annaly,
he was a partner in the law firm of McKee Nelson LLP. Mr. Singh has a B.A. from
Carleton College, a Masters Degree from Columbia University and a J.D. from
American University.
15
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT |
The following table sets forth certain
information as of March 25, 2015 relating to the beneficial ownership of our
common stock by (i) our Chief Executive Officer and our Chief Financial Officer
(the named executive officers), (ii) each of our Directors, (iii) all of our
executive officers and Directors as a group, and (iv) all persons that we know
beneficially own more than 5% of our outstanding common stock. Knowledge of the
beneficial ownership of our common stock is drawn from statements filed with the
SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended.
Beneficial Owner(1) |
|
Number(2) |
|
Percent(3) |
Wellington J.
Denahan |
|
2,074,918 |
|
|
* |
|
Kevin G. Keyes |
|
300,000 |
|
|
* |
|
Glenn A. Votek |
|
25,000 |
|
|
* |
|
Kevin P. Brady |
|
127,267 |
|
|
* |
|
Jonathan D.
Green |
|
193,397 |
|
|
* |
|
Michael Haylon |
|
102,647 |
|
|
* |
|
Donnell A.
Segalas |
|
194,267 |
|
|
* |
|
E. Wayne Nordberg |
|
209,897 |
|
|
* |
|
John H. Schaefer |
|
58,897 |
|
|
* |
|
Francine J. Bovich |
|
12,505 |
|
|
* |
|
All executive officers and
Directors as a group (11 people) |
|
3,797,894 |
|
|
* |
|
BlackRock, Inc.(4) |
|
69,126,566 |
|
|
7.3 |
% |
The Vanguard Group,
Inc.(5) |
|
55,240,890 |
|
|
5.8 |
% |
* |
|
Represents beneficial ownership of
less than one percent of the common stock. |
|
|
|
(1) |
|
The business address of each Director
and named executive officer is c/o Annaly Capital Management, Inc., 1211
Avenue of the Americas, New York, New York 10036. To the best of our
knowledge, each stockholder listed has sole voting and investment power
with respect to the shares beneficially owned by the
stockholder. |
|
|
|
(2) |
|
For purposes of this table,
beneficial ownership is determined in accordance with Rule 13d-3 under
the Exchange Act, pursuant to which a person or group of persons is deemed
to have beneficial ownership of any shares of common stock that such
person has the right to acquire within 60 days of the date of
determination. In light of the nature of vested options, we have also
included shares of common stock underlying vested options. The shares of
common stock underlying vested options included in the above table are as
follows: Wellington J. Denahan 700,000 shares; Kevin P. Brady 61,250
shares; Jonathan D. Green 123,750 shares; Michael Haylon 78,750 shares;
Donnell A. Segalas 96,250 shares; E. Wayne Nordberg 123,750 shares; and
all executive officers and Directors as a group (11 persons) 1,359,750
shares. In addition, we have included deferred stock units, or DSUs, in
the above table which are as follows: Kevin P. Brady 21,867 DSUs; Jonathan
D. Green 23,897 DSUs; Michael Haylon 23,897 DSUs; Donnell A. Segalas
21,867 DSUs; E. Wayne Nordberg 23,897 DSUs; John H. Schaefer 23,897 DSUs;
and Francine J. Bovich 12,505 DSUs. |
|
|
|
(3) |
|
For purposes of computing the
percentage of outstanding shares of common stock held by each person or
group of persons named above, any shares which such person or persons has
the right to acquire within 60 days, including vested options are deemed
to be outstanding but are not deemed to be outstanding for the purpose of
computing the percentage ownership. |
|
|
|
(4) |
|
BlackRock, Inc., 55 East 52nd Street,
New York, NY 10022, as a parent holding company or control person of
certain named funds (BlackRock), filed a Schedule 13G on February 9,
2015 reporting, as of December 31, 2014, beneficially owning 69,126,566
shares of common stock with the sole power to vote or to direct the vote
of 63,389,400 shares of common stock, the shared power to vote or to
direct the vote of zero shares of common stock, the sole power to dispose
or to direct the disposition of 69,126,566 shares of common stock and the
shared power to dispose or to direct the disposition of zero shares of
common stock. This information is based solely on information contained in
the Schedule 13G filed by Blackrock. |
|
|
|
(5) |
|
The Vanguard Group, Inc., 100
Vanguard Blvd., Malvern, PA 19355, as a parent holding company or control
person of certain named funds (Vanguard), filed a Schedule 13G on
February 11, 2015 reporting, as of December 31, 2014, beneficially owning
55,240,890 shares of common stock with the sole power to vote or to direct
the vote of 918,401 shares of common stock, the shared power to vote or to
direct the vote of zero shares of common stock, the sole power to dispose
or to direct the disposition of 54,420,762 shares of common stock and the
shared power to dispose or to direct the disposition of 820,128 shares of
common stock. This information is based solely on information contained in
the Schedule 13G filed by Vanguard. |
16
Table of Contents
EXECUTIVE OFFICERS AND
COMPENSATION |
Named Executive
Officers
Our named executive officers are
Wellington J. Denahan, our Co-founder, Chairman of the Board and Chief Executive
Officer (CEO) and Glenn A. Votek, our Chief Financial Officer (CFO). Our named
executive officers compensation is derived from the management fees we pay to
the Manager and grants of awards made by us (if any) directly to our named
executive officers pursuant to our equity incentive plan.
Compensation Discussion and
Analysis
We are externally managed by the
Manager. We pay the Manager a management fee of 1.05% of our stockholders
equity (as defined in the management agreement), and the Manager pays all of the
compensation to our named executive officers and the Managers employees. While
some of our employees (but none of our executive officers) remain employed by
our subsidiaries for regulatory or corporate efficiency reasons, all
compensation expenses paid to such personnel by our subsidiaries reduce the
management fee we pay to the Manager. We do not pay the Manager any incentive
fee based on the achievement of return thresholds. If we experience realized
losses, the measurement of our stockholders equity decreases, and, therefore,
the management fee also decreases. As a result, we believe that the Manager is
incentivized to ensure that our long-term performance protects our stockholders
equity. In addition, any additional equity offerings by us, which would increase
stockholders equity and the management fee, must be approved by our Board of
Directors. See Certain Relationships and Related Transactions for a discussion
of the fees paid to the Manager.
Risks Related to Compensation
Policies and Practices
Our Board of Directors reviewed with
our Compensation Committee its compensation policies and practices applicable to
the fees we pay our Manager under our management agreement or any grants of
equity awards that could affect our assessment of risk and risk management.
Following such review, we determined that our fee arrangement with our Manager
and any grants of equity awards by our Compensation Committee do not create
risks that are reasonably likely to have a material adverse effect on us. As
part of this risk assessment and management activities going forward, our Board
of Directors also determined that it would undertake an annual review of our
compensation policies and practices as they relate to risk.
Consideration of Say-on-Pay and
Say on Frequency Voting Results
At our 2014 annual meeting of
stockholders, we submitted our advisory vote on the fiscal year 2013
compensation of our named executive officers (commonly known as a Say-on-Pay
vote) for the consideration of our stockholders. The compensation of our named
executive officers received support from approximately 91% of the votes cast on
the Say-on-Pay proposal. Our Compensation Committee considered the results of
the Say-on-Pay proposal in its review of our executive officers and the
management fees we paid in 2014. We and the Compensation Committee believe that
the management fee we pay compares favorably to that of our peers.
The Compensation Committee and the rest
of our Board of Directors will continue to consider the outcome of future
Say-on-Pay votes, as well as feedback received throughout the year, when making
compensation decisions for our named executive officers, including any
plan-based awards under our equity incentive plan and the management fees we pay
to our Manager.
17
Table of Contents
Compensation Committee
Report
The Compensation Committee of the
company has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such
review and discussions, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
Proxy Statement.
Donnell A. Segalas (Chair) |
John H. Schaefer |
Jonathan D. Green |
E. Wayne
Nordberg |
Summary Compensation
Table
The table below sets forth the
aggregate compensation we paid or accrued with respect to the three year period
ended December 31, 2014, to our named executive officers.
|
|
|
|
|
|
|
|
All Other |
|
|
Name and Principal
Position(1) |
Year |
|
Salary |
|
Bonus |
|
Compensation |
|
Total |
Wellington J. Denahan |
2014 |
|
|
$- |
|
$- |
|
|
$- |
|
|
$- |
Chairman
and |
2013 |
|
|
$1,500,000 |
|
$- |
|
|
$5,148 |
|
|
$1,505,148 |
Chief
Executive Officer |
2012 |
|
|
$3,000,000 |
|
$22,800,000 |
|
|
$10,129 |
|
|
$25,810,129 |
Glenn A. Votek |
2014 |
|
|
$- |
|
$- |
|
|
$- |
|
|
$- |
Chief Financial
Officer |
2013 |
|
|
$91,346 |
|
$- |
|
|
$48 |
|
|
$91,394 |
(1) |
|
Amounts for 2012 and 2013 reflect
compensation that we paid to our named executive officers prior to us
becoming externally managed by the Manager. See Compensation Discussion
and Analysis. |
Grants of Plan-Based
Awards
We did not grant our named executive
officers any plan based awards in 2014. We describe our equity incentive plan in
Equity Compensation Plan Information below.
Outstanding Equity Awards at Fiscal
Year-End
The following table provides
information about outstanding equity awards of our named executive officers as
December 31, 2014.
|
|
|
|
|
Equity Incentive
Plan |
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
Number of
Securities |
|
Number of
Securities |
|
Number of
Securities |
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
Option |
|
Option |
|
Unexercised
Options |
|
Unexercised
Options |
|
Unexercised |
|
Exercise |
|
Expiration |
Name |
Exercisable(#)(1) |
|
Unexercisable(#) |
|
Unearned Options(#) |
|
Price($) |
|
Date |
Wellington J.
Denahan |
150,000 |
|
- |
|
- |
|
$17.07 |
|
7/7/15 |
|
150,000 |
|
- |
|
- |
|
$15.70 |
|
5/17/17 |
|
200,000 |
|
- |
|
- |
|
$16.46 |
|
5/8/18 |
|
200,000 |
|
- |
|
- |
|
$15.61 |
|
9/19/18 |
Glenn A. Votek |
- |
|
- |
|
- |
|
- |
|
- |
(1) |
|
All options listed above vested
beginning on the first anniversary of date of grant at a rate of 25% per
year over the first four years of the ten-year option
term. |
18
Table of Contents
Options Exercised and Stock
Vested
No options were exercised and no stock
vested for our named executive officers during the calendar year
2014.
Pension Benefits and Nonqualified
Deferred Compensation
We do not provide our named executive
officers any benefits pursuant to defined benefit plans and nonqualified
deferred compensation plans.
Potential Payments Upon Termination
or Change in Control
We are not responsible for any amounts
payable or any additional vesting of outstanding equity awards for any
termination of service by any of our named executive officers. No amounts would
have been payable by us to any of the named executive officers upon a change in
control as of December 31, 2014.
EQUITY COMPENSATION PLAN
INFORMATION |
On May 27, 2010, at our 2010 Annual
Meeting of Stockholders, our stockholders approved the 2010 Equity Incentive
Plan. The 2010 Equity Incentive Plan authorizes the Compensation Committee of
the Board of Directors to grant options, stock appreciation rights, dividend
equivalent rights, or other share-based awards, including restricted shares up
to an aggregate of 25,000,000 shares, subject to adjustments as provided in the
equity incentive plan. All stock options issued under the equity incentive plan
and our prior incentive plan were issued at the current market price on the date
of grant, subject to an immediate or four year vesting in four equal
installments with a contractual term of 5 or 10 years. The grant date fair value
is calculated using the Black-Scholes option valuation model.
The following table provides
information as of December 31, 2014 concerning shares of our common stock
authorized for issuance under our incentive plans.
|
|
|
|
Weighted-average |
|
Number of securities |
|
|
Number of securities to |
|
exercise price of |
|
remaining available |
|
|
be issued upon |
|
outstanding |
|
for future issuance |
|
|
exercise of |
|
options, |
|
under Plan |
|
|
outstanding options, |
|
warrants and |
|
(excluding |
Plan Category |
|
warrants and rights |
|
rights |
|
previously issued) |
Equity compensation plans approved by security |
|
2,259,335 |
|
$15.35 |
|
28,156,221 |
holders |
|
|
|
|
|
|
Equity
compensation plans not approved by |
|
- |
|
- |
|
- |
security holders |
|
|
|
|
|
|
Total |
|
2,259,335 |
|
$15.35 |
|
28,156,221 |
19
Table of Contents
COMPENSATION OF
DIRECTORS |
We compensate our independent
Directors. Any member of our Board of Directors who is also an employee of our
Manager does not receive compensation for serving on our Board of
Directors.
During 2014, our Compensation Committee
retained Frederic W. Cook & Co., Inc., a nationally-recognized compensation
consulting firm (F. W. Cook), to assist the Compensation Committee in its
review of the components of the compensation arrangements offered to our
independent Directors. As part of this process, our Compensation Committee
considered, among other things, the duties and responsibilities associated with
their positions and emerging trends and best practices in Director
compensation.
Based upon the recommendations of F. W.
Cook and our Compensation Committees review of F. W. Cooks analysis, our
Compensation Committee determined to leave unchanged the compensation we pay our
independent Directors. Subsequently, with the creation of the lead independent
Director position, our independent Directors determined that the lead
independent Director should receive additional annual compensation for his or
her service in such position. The current independent Director compensation is
as follows:
● |
$100,000 annual fee, which fee is payable in
cash; |
|
|
● |
an annual fee for the lead independent Director
of $10,000 for his or her service in such capacity, which fee is payable in cash; |
|
|
● |
an annual fee for the chair of
our Audit Committee of $15,000 for his or her service in such capacity, which fee is payable in cash; |
|
|
● |
an annual fee of $10,000, which fee is payable
in cash, to the chairs of each of our Compensation
Committee, Nominating/Corporate Governance Committee, and Risk
Committee for his or her service in such
capacity; |
|
|
● |
a fee of $1,500 for each meeting
of any committee (but not full Board) attended by an independent Director; and |
|
|
● |
an annual grant to of $135,000 in
deferred stock units (DSUs). Each DSU is equivalent in value to one share of our common stock. DSUs will be granted on
the date of the annual stockholders meeting and
vest immediately. DSUs will be converted to shares of our common stock one year after the date of grant unless the
Director elects to defer the settlement of the
DSUs to a later date. DSUs do not have voting rights. DSUs pay
dividend equivalents in either cash or additional
DSUs at the election of the Director. |
We also reimburse our Directors for
their travel expenses incurred in connection with their attendance at full Board
and committee meetings. Our independent Directors are also eligible to receive
restricted common stock, option and other stock-based awards under our equity
incentive plan.
The Compensation Committee will, on an
ongoing basis, continue to examine and assess our Director compensation
practices relative to our compensation philosophy and objectives, as well as
competitive market practices and total stockholder returns, and will make
modifications to the compensation programs, as deemed appropriate.
Director Stock Ownership
Guideline
We have adopted a stock ownership
guideline for our independent Directors that specifies that each independent
Director should strive to own an amount of our common stock which is three times
their annual cash retainer. Shares counting toward the guideline include shares
that are owned outright,
20
Table of Contents
DSUs, and any other shares held in
deferral accounts. To facilitate achievement of the guideline, we have adopted
and implemented a retention ratio that requires that until the specified
ownership level is achieved, independent Directors are required to retain and
hold 50% of the net profit shares from DSUs. Net profit shares are shares
remaining after payment of income taxes upon settlement of the DSUs. The
independent Directors are not required to make out-of-pocket purchases of stock
to achieve the guideline; rather, the existing Director equity compensation
program would enable them to achieve the required ownership levels over
time.
Director Compensation
The table below summarizes the
compensation paid by us to our independent Directors for the fiscal year ended
December 31, 2014.
Name |
|
Fees Earned or Paid in Cash($) |
|
DSU Awards($) |
|
Total($) |
Kevin P. Brady |
|
$130,000 |
|
$135,000 |
|
$265,000 |
Jonathan D. Green |
|
$126,500 |
|
$135,000 |
|
$261,500 |
Michael Haylon |
|
$112,000 |
|
$135,000 |
|
$247,000 |
John A. Lambiase(1) |
|
$50,000 |
|
- |
|
$50,000 |
E. Wayne
Nordberg |
|
$117,500 |
|
$135,000 |
|
$252,500 |
Donnell A. Segalas |
|
$117,500 |
|
$135,000 |
|
$252,500 |
John H. Schaefer |
|
$116,500 |
|
$135,000 |
|
$251,500 |
Francine J. Bovich(2) |
|
$66,667 |
|
$135,000 |
|
$201,667 |
(1) |
|
Mr. John Lambiase did not stand for
reelection at our 2014 annual meeting and ceased serving on the Board of
Directors following our May 2014 annual meeting. |
(2) |
|
Ms. Francine Bovich was elected to serve as a Board
member at our 2014 annual meeting of stockholders. Annual compensation is
pro-rated based on service period. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION |
Our Compensation Committee is comprised
solely of the following independent Directors: Messrs. Segalas (Chair), Green,
Schaefer and Nordberg. None of them is serving or has served as an officer or
employee of us or any affiliate or has any other business relationship or
affiliation with us, except his service as a Director, and there are no other
Compensation Committee interlocks that are required to be reported under the
rules and regulations of the Securities Exchange Act of 1934, as
amended.
21
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS |
Management Agreement
We have entered into a management
agreement with the Manager pursuant to which our management is conducted by the
Manager through the authority delegated to it in the management agreement and
pursuant to the policies established by our Board of Directors. The management
agreement was effective as of July 1, 2013 and was amended on November 5,
2014.
Pursuant to the terms of the management
agreement, we pay the Manager a monthly management fee equal to 1/12th of 1.05%
of our stockholders equity, as defined in the management agreement, for its
management services. We incurred approximately $156 million in management fees
under the management agreement during the year ended December 31,
2014.
The management agreement provides for a
two year term ending December 31, 2016 with automatic two-year renewals unless
at least two-thirds of our independent Directors or the holders of a majority of
our outstanding shares of common stock elect to terminate the agreement in their
sole discretion and for any or no reason. At any time during the term or any
renewal term we may deliver to the Manager written notice of our intention to
terminate the management agreement. We must designate a date not less than one
year from the date of the notice on which the management agreement will
terminate. The Manager may terminate the management agreement by providing to us
prior written notice of its intention to terminate the management agreement no
less than one year prior to the date designated by the Manager on which the
Manager would cease to provide services or such earlier date as determined by us
in our sole discretion.
The management agreement may be amended
or modified by agreement between us and the Manager. There is no termination fee
for a termination of the management agreement by either us or the
Manager.
The Manager
The Manager is Annaly Management
Company LLC, a Delaware limited liability company. The Manager is owned by our
management. Our Manager is responsible for paying all compensation expense
associated with managing us and our subsidiaries. We pay our Manager a
management fee and our Manager uses the proceeds from the management fee to pay
compensation to its officers and personnel, including our executive
officers.
Employment of Related
Persons
Matthew J. Lambiase is the son of our
former Director, John A. Lambiase, and is employed by FIDAC as a Managing
Director. Mr. John Lambiase did not stand for reelection at our 2014 annual
meeting and ceased serving on the Board of Directors following the 2014 annual
meeting in May 2014. Mr. Matthew J. Lambiase is not an executive officer.
Alexandra Denahan is the sister of Wellington J. Denahan, our Chairman of the
Board of Directors and Chief Executive Officer, and was employed by FIDAC as a
Managing Director until April 2014. Ms. Alexandra Denahan was not an executive
officer. The compensation paid by our subsidiaries to these individuals reduced
the management fee we paid to our Manager on a dollar for dollar basis. As a
result, our Manager effectively paid their compensation.
Approval of Related Person
Transactions
Each of our Directors, Director
nominees and executive officers is required to complete an annual disclosure
questionnaire and report all transactions with us in which they and their
immediate family members had or will have a direct or indirect material interest
with respect to us. We review these questionnaires and, if we determine it to be
necessary, discuss any reported transactions with the entire
22
Table of Contents
Board of Directors. We do not, however,
have a formal written policy for approval or ratification of such transactions,
and all such transactions are evaluated on a case-by-case basis. If we believe a
transaction is significant to us and raises particular conflict of interest
issues, we will discuss it with our legal counsel, and if necessary, we will
form an independent Board committee which has the right to engage its own legal
and financial counsel to evaluate and approve the transaction.
23
Table of Contents
REPORT OF THE AUDIT
COMMITTEE |
Since our inception, we have had an
Audit Committee composed entirely of independent Directors. The members of the
Audit Committee meet the independence and experience requirements of the New
York Stock Exchange. The Board of Directors has determined that Mr. Brady is the
Audit Committee financial expert and is an independent Director within the
meaning of the applicable rules of the Securities and Exchange Commission and
the New York Stock Exchange. In 2014, the Committee met five times. The Audit
Committee has adopted a written charter outlining the practices it follows. A
full text of our Audit Committee charter is available for viewing on our website
at www.annaly.com. Any changes in the charter or key practices will be reflected on our
website.
In performing all of its functions, the
Audit Committee acts only in an oversight capacity and, necessarily, in its
oversight role, the Audit Committee relies on the work and assurances of our
management, which has the primary responsibility for financial statements and
reports, and of the independent registered public accounting firm, who, in their
report, express an opinion on the conformity of our annual financial statements
to generally accepted accounting principles and on the effectiveness of our
internal control over financial reporting as of year-end.
The Audit Committee has reviewed and
discussed our audited financial statements with management and with Ernst &
Young LLP, our independent auditors for 2014.
The Audit Committee has discussed with
Ernst & Young LLP the matters required to be discussed by Statement on
Auditing Standards No. 61.
The Audit Committee has received from
Ernst & Young LLP the written statements required by PCAOB Rule No. 3526,
Communications with Audit Committees Concerning Independence, and has
discussed Ernst & Young LLPs independence with Ernst & Young LLP, and
has considered the compatibility of non-audit services with the auditors
independence.
In reliance on these reviews and
discussions, and the report of the independent registered public accounting
firm, the Audit Committee has recommended to our Board of Directors, and our
Board of Directors has approved, that the audited financial statements be
included in our Annual Report on Form 10-K for the year ended December 31, 2014
for filing with the Securities and Exchange Commission. The Audit Committee also
recommends the selection of Ernst & Young LLP to serve as independent public
accountants for the year ending December 31, 2015.
The foregoing report has been furnished
by the Audit Committee:
Kevin P. Brady (Chair) |
Jonathan D. Green |
Michael Haylon |
John H.
Schaefer |
24
Table of Contents
PROPOSAL
2 APPROVAL OF A NON-BINDING ADVISORY VOTE APPROVING EXECUTIVE
COMPENSATION |
Our Board of Directors is committed to
corporate governance best practices and recognizes the significant interest of
stockholders in executive compensation matters. We are providing this advisory
vote as required pursuant to Section 14A of the Securities Exchange Act. The
stockholder vote will not be binding on us or the Board of Directors, and it
will not be construed as overruling any decision by us or the Board of Directors
or creating or implying any change to, or additional, fiduciary duties for us or
the Board of Directors.
As described in detail under the
heading Executive Officers and Compensation above, we are externally managed
by our Manager pursuant to the management agreement between our Manager and us.
While this vote is advisory and not binding on us, it will provide information
to us and the Compensation and Nominating/Corporate Governance Committees
regarding shareholder sentiment about our executive compensation philosophy,
policies and practices, which the compensation and governance committee will be
able to consider when determining whether the management fee payable pursuant to
the management agreement is appropriate. Our Manager is responsible for paying
all compensation expense associated with managing us and our subsidiaries. We
pay our Manager a management fee and our Manager uses the proceeds from the
management fee to pay compensation to its officers and personnel, including our
executive officers. Our Manager makes all decisions relating to the compensation
of our officers and personnel, including our executive officers, based on such
factors as our Manager may determine are appropriate. In addition, our named
executive officers are eligible for equity awards pursuant to our equity
incentive plan administered by the Compensation Committee of our Board of
Directors. No equity awards were made to any of our named executive officers in
2014.
For these reasons, the Board of
Directors recommends that stockholders vote in favor of the following
resolution:
RESOLVED, that the compensation paid to the companys named
executive officers, as disclosed pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, compensation tables and
narrative discussion, is hereby APPROVED.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE APPROVAL OF THIS RESOLUTION.
25
Table of Contents
PROPOSAL
3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
Our Audit Committee has appointed Ernst
& Young LLP, or Ernst & Young, to serve as our independent registered
public accounting firm for the fiscal year ending December 31, 2015, and
shareholders are asked to ratify the selection at the Annual Meeting. We expect
that representatives of Ernst & Young will be present at the annual meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions. If the appointment of Ernst
& Young is not ratified, our Audit Committee will reconsider the
appointment.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015.
Relationship with Independent
Registered Public Accounting Firm
In addition to performing the audits of
our financial statements and managements assessment of the effectiveness of the
internal control over financial reporting, Ernst & Young and its affiliated
entities, or E&Y, provided audit-related services for us during 2014 and
2013. The aggregate fees billed for 2014 by E&Y and 2013 by E&Y for each
of the following categories of services are set forth below:
Audit Fees: The aggregate fees billed by E&Y for audit and reviews of our 2014 financial statements
were $1,403,500. The aggregate fees billed by E&Y for audit and reviews of our 2013 financial
statements were $1,275,000.
Audit-Related Fees: The aggregate fees billed by E&Y for audit related
services during 2014 were $232,300. The aggregate fees billed by E&Y for
audit-related services during 2013 were $216,205. The audit-related services in
2014 and 2013 principally included due diligence and accounting consultation.
Tax Fees: The aggregate fees billed by E&Y for tax services for 2014 were $96,070. The aggregate fees
billed by E&Y for tax services for 2013 were $90,500.
All Other Fees: The aggregate fees billed by E&Y for all other services
for 2014 were $98,000. The aggregate fees billed by E&Y for all other
services for 2013 were $72,125 and principally included consulting
services.
The Audit Committee has also adopted
policies and procedures for pre-approving all non-audit work performed by our
independent registered public accounting firm. Specifically, the Audit Committee
pre-approved the use of E&Y for the following categories of non-audit
services: SEC filings, including comfort letters, consents and comment letters;
accounting consultations on matters addressed during the audit or interim
reviews; review, including the issuance of a comfort letter, relating to
commercial asset securitizations; and tax compliance and consultations. Our
Audit Committee approved the hiring of E&Y to provide all of the services
detailed above prior to such independent registered public accounting firms
engagement. None of the services related to the Audit-Related Fees described above was
approved by the Audit Committee pursuant to a waiver of pre-approval provisions
set forth in applicable rules of the Securities and Exchange
Commission.
26
Table of Contents
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE |
We believe that based solely upon our
review of copies of forms we have received or written representations from
reporting persons, during the fiscal year ended December 31, 2014, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934, as
amended, applicable to our officers, Directors and beneficial owners of more
than ten percent of our common stock were complied with on a timely basis. The
company files the required reports on behalf of its executive officers and
Directors.
On written request, we will provide
without charge to each record or beneficial holder of our common stock as of
March 27, 2015 a copy of our annual report on Form 10-K for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission. You
should address your request to Investor Relations, Annaly Capital Management,
Inc., 1211 Avenue of the Americas, New York, New York 10036 or email your
request to us at investor@annaly.com.
We make available on our website,
www.annaly.com, under Investor Relations/SEC Filings, free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to those reports as soon as reasonably practicable after we
electronically file or furnish such materials to the SEC.
Any stockholder intending to present a
proposal at our 2016 Annual Meeting of Stockholders and have the proposal
included in the proxy statement for such meeting must, in addition to complying
with the applicable laws and regulations governing submissions of such
proposals, submit the proposal in writing to us no later than December 12,
2015.
Pursuant to our current Bylaws, any
stockholder intending to nominate a Director or present a proposal at an annual
meeting of our stockholders, that is not intended to be included in the proxy
statement for such annual meeting, must notify us in writing not less than 120
days nor more than 150 days prior to the first anniversary of the date of the
proxy statement for the preceding years annual meeting. Accordingly, any
stockholder who intends to submit such a nomination or such a proposal at our
2016 Annual Meeting of Stockholders must notify us in writing of such proposal
by December 12, 2015, but in no event earlier than November 12, 2015.
Any such nomination or proposal should
be sent to Secretary, Annaly Capital Management, Inc., 1211 Avenue of the
Americas, New York, NY 10036 and, to the extent applicable, must include the
information required by our Bylaws.
As of the date of this proxy statement,
the Board of Directors does not know of any matter that will be presented for
consideration at the annual meeting other than as described in this proxy
statement.
27
Table of Contents
|
ANNALY
CAPITAL MANAGEMENT, INC. 1211 AVE. OF THE AMERICAS NEW YORK, NY
10036 ATTN: GLENN A. VOTEK |
VOTE BY
INTERNET - www.proxyvote.com |
Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in
hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form. |
|
ELECTRONIC DELIVERY OF FUTURE
PROXY MATERIALS |
If you would like to reduce the costs incurred by our
company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via
e-mail or the Internet. To sign up for electronic delivery, please follow
the instructions above to vote using the Internet and, when prompted,
indicate that you agree to receive or access proxy materials
electronically in future years. |
|
VOTE BY
PHONE - 1-800-690-6903 |
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call and then
follow the instructions. |
|
VOTE BY
MAIL |
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. |
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends you vote FOR the following: |
|
|
|
|
|
|
|
|
|
|
|
1. |
Election of Directors |
|
For |
Against |
Abstain |
|
|
|
|
|
|
|
|
1a. |
Wellington J. Denahan |
|
⬜ |
⬜ |
⬜ |
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1b. |
Michael Haylon |
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⬜ |
⬜ |
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1c. |
Donnell A. Segalas |
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⬜ |
⬜ |
⬜ |
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The Board of Directors
recommends you vote FOR proposals 2 and 3: |
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For |
Against
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Abstain
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2. |
The proposal to approve a non-binding
advisory resolution on executive compensation. |
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⬜ |
⬜ |
⬜ |
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3. |
Ratification of the appointment of Ernst
& Young LLP as our independent registered public accounting firm for
2015. |
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⬜ |
⬜ |
⬜ |
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NOTE: Such other
business as may properly come before the meeting or any adjournment
thereof. |
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Yes |
No |
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Please indicate if you
plan to attend this meeting |
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⬜ |
⬜ |
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Please sign exactly as
your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership
name, by authorized officer. |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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Table of Contents
Annaly Capital Management,
Inc. 1211 Avenue of the Americas, New York, NY 10036 |
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Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting: The 2014 ANNUAL
REPORT TO STOCKHOLDERS, 2015 NOTICE & PROXY STATEMENT is/are
available at www.proxyvote.com. |
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Annaly Capital Management,
Inc.
Annual Meeting of Stockholders
May 21, 2015
This proxy is
solicited by the Board of Directors
Revoking all prior proxies, the
undersigned hereby appoints Wellington J. Denahan and R. Nicholas Singh, and
each of them, proxies, with full power of substitution, to appear on behalf of
the undersigned and to vote all shares of Common Stock, par value $.01 per
share, of Annaly Capital Management, Inc. (the Company) that the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at the Warwick Hotel, 65 West 54th Street, New York, New York 10019,
commencing at 9:00 a.m., New York time, on Thursday, May 21, 2015, and at any
adjournment thereof, as fully and effectively as the undersigned could do if
personally present and voting, hereby approving, ratifying and confirming all
that said attorneys and agents or their substitutes may lawfully do in place of
the undersigned as indicated below.
Continued and to be signed on reverse
side
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