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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
June 10, 2026

     Annaly Capital Management Inc
(Exact Name of Registrant as Specified in its Charter)
Maryland
 1-13447 22-3479661
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)
   
1211 Avenue of the Americas  
New York,
New York
 10036
(Address of principal executive offices) (Zip Code)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share NLY New York Stock Exchange
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.F New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.G New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.I New York Stock Exchange
8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock NLY.J New York Stock Exchange







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐























































Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2026, Annaly Capital Management, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders elected nine directors to serve on the Company’s Board of Directors (the “Board”) until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and their successors are duly elected and qualify; approved, on an advisory basis, the Company’s executive compensation; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and rejected the advisory stockholder proposal to adopt the right to act by written consent.

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

The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1. The election of nine directors to serve on the Board until the 2027 Annual Meeting and their successors are duly elected and qualify.

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


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

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

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

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

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

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


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


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Exhibit No.
Description
101
Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover page interactive data file (formatted in iXBRL in Exhibit 101).



SIGNATURES


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

                
ANNALY CAPITAL MANAGEMENT, INC.
By:
/s/ Audrey K. Susanin
Name: Audrey K. Susanin
Title: Chief Legal Officer & General Counsel



Dated: June 10, 2026