Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2022, Annaly Capital Management, Inc. (the "Company" or "Annaly") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders elected eleven directors to serve on the Board until the 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting"); approved, on an advisory basis, the Company's executive compensation; and ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

The total number of shares of common stock entitled to vote at the Annual Meeting was 1,461,012,252, of which 1,070,969,493 shares, or 73.30%, 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 eleven directors to serve on the Board until the
2023 Annual Meeting.

Director                     For         Against     Abstentions     Broker Non-Votes
Francine J. Bovich       628,081,741    24,015,580    6,755,110        412,117,062
Wellington J. Denahan    631,515,428    20,715,831    6,621,172        412,117,062
Katie Beirne Fallon      629,018,606    23,349,971    6,483,854        412,117,062
David L. Finkelstein     636,025,009    16,224,355    6,603,067        412,117,062
Thomas Hamilton          632,175,059    19,763,050    6,914,322        412,117,062
Kathy Hopinkah Hannan    628,236,515    24,127,240    6,488,676        412,117,062
Michael Haylon           615,083,347    37,028,277    6,740,807        412,117,062
Eric A. Reeves           630,377,040    21,680,263    6,795,128        412,117,062
John H. Schaefer         631,982,542    19,951,513    6,918,376        412,117,062
Glenn A. Votek           635,288,034    16,844,135    6,720,262        412,117,062
Vicki Williams           626,967,068    25,245,055    6,640,308        412,117,062


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



     For         Against     Abstentions     Broker Non-Votes
 574,727,938    71,750,536    12,373,957       412,117,062


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, 2022.



       For          Against     Abstentions
  1,046,301,788    17,543,031    7,124,674


Further information regarding these proposals is set forth in the Company's 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).





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