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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): December 15, 2021

 

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-13991   13-3974868

(State or other jurisdiction

of incorporation or organization)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

One Vanderbilt Avenue, 48th Floor

New York, New York

  10017
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (212) 207-6400

 

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 (see General Instruction A.2. below): 

   
¨ 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
Symbols:

 

Name of each
exchange on which
registered:

Common Stock, par value $0.01 per share   MFA   New York Stock Exchange

7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share

  MFA/PB   New York Stock Exchange
6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share   MFA/PC   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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

(d) Election of Sheila A. Stamps to Board of Directors. On December 15, 2021, the Board of Directors (the “Board”) of MFA Financial, Inc. (the “Company”) elected Sheila A. Stamps as a director of the Company effective as of such date. Ms. Stamps fills the vacancy created by the Board’s decision to increase the size of the Board from seven (7) directors to eight (8) directors. In connection with her election, the Board has appointed Ms. Stamps to serve on each of the Compensation Committee and Nominating and Corporate Governance Committee of the Board.  A copy of the press release reporting on Ms. Stamps’ election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

99.1Press Release, dated December 15, 2021, regarding the election of Sheila A. Stamps to the Board of Directors of MFA Financial, Inc.
  
104Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

SIGNATURE

 

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

 

  MFA FINANCIAL, INC.
  (REGISTRANT)
   
  By: /s/ Harold E. Schwartz
    Name: Harold E. Schwartz
    Title: Senior Vice President and General Counsel
   
Date: December 16, 2021  

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.Description

 

99.1Press Release, dated December 15, 2021, announcing the election of Sheila A. Stamps to the Board of Directors of MFA Financial Inc.
  
104Cover Page Interactive Data File (formatted as Inline XBRL).