MFA Financial, Inc. (MFA)
NYSE: MFA · Real-Time Price · USD
8.48
+0.12 (1.44%)
Sep 21, 2026, 2:35 PM EDT - Market open
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AGM 2026

Jun 3, 2026

Summary

The meeting covered director elections, auditor ratification, and executive compensation, all of which passed by majority vote. No shareholder proposals or questions were raised, and final results will be filed with the SEC.

Harold Schwartz
Senior Vice President, General Counsel and Secretary, MFA Financial

Good afternoon, ladies and gentlemen, welcome to the annual meeting of stockholders of MFA Financial, Inc. We are pleased that you are able to join us today at the meeting, which similar to the last several years, is being held in a virtual setting via webcast over the internet. On the meeting screen, you will see several sections which contain the agenda for the meeting, a place for you to vote or to update your previously submitted vote should you so desire, a place for you to ask questions, and the meeting materials, including the rules of conduct for the meeting. I am Hal Schwartz, Senior Vice President and Corporate Secretary of MFA, and I have been designated by Laurie Goodman, MFA's non-executive Board Chair, to take you through the formal business to be conducted at today's meeting.

Following the conclusion of the formal business of the meeting, Craig Knutson, MFA's Chief Executive Officer, and also a member of the Board, and his fellow Board members, as well as members of MFA's senior management, will be available to respond to stockholders' questions. Before taking you through the proceedings of today's meeting, I would like to introduce those members of MFA's Board of Directors and senior management who are in attendance today. Laurie Goodman, Director and Non-Executive Chair of the Board, Robin Josephs, Director, Craig Knutson, Chief Executive Officer and Director, Lisa Polsky, Director, Chris Small, Director, Sheila Stamps, Director, and Rich Wald, Director. Also, we have in attendance Bryan Wulfsohn, President and Chief Investment Officer, Mike Roper, Chief Financial Officer, and Bryan Doran, the company's Chief Accounting Officer.

Laurie Goodman, Robin Josephs, Lisa Polsky, Chris Small, Sheila Stamps, and Rich Wald are the current independent Directors serving on the company's Board of Directors. Also at this meeting are Greg Ryerson and Tim Phelps, each of whom is a partner with KPMG LLP, the company's independent registered public accounting firm, and they will be available to answer any appropriate questions as well. With those introductions out of the way, we'll begin the formal business of the meeting. Excuse me. Beginning April 17th, 2026, a notice of the annual meeting of stockholders, together with a proxy statement, the company's 2025 annual report to stockholders, and the form of proxy, were sent and/or made available to stockholders of record as of the close of business on April 8th, 2026.

The notice called this meeting for 2:00 P.M. Eastern Time on Wednesday, June 3rd, 2026, to be held via webcast over the internet. I can confirm that an affidavit of mailing of the notice of annual meeting, stating that notice of this meeting has been duly given to all stockholders entitled to vote at the meeting, will be filed with the records of this annual meeting. I can also confirm that a copy of the notice of annual meeting, the proxy statement, and the form of proxy will be filed with the records of the meeting. Tracy Oates, a representative of the Corideo Group, which is a third-party contractor of our proxy tabulator, Broadridge Financial Solutions, has been appointed to act as the Inspector of Elections for today's meeting for purposes of tabulating the votes cast at the meeting.

On the meeting webpage, you should see posted the meeting agenda and the rules of conduct which will govern the meeting. Only stockholders will be permitted to post questions and comments on the meeting webpage. We ask that any stockholder who wishes to address the meeting do so at an appropriate time or during the question and answer period following the meeting by typing in their question or comment in the appropriate space on the webpage. We will address questions regarding matters being voted on at the meeting prior to their being voted on. Questions regarding more general matters relating to the company will be addressed after the meeting has been adjourned. Any stockholder who desires to ask a question at this meeting may do so by typing in their question in the field provided on the meeting webpage.

The link for the Q&A can be found in the lower right corner of the meeting webpage. Excuse me, lower left corner. Stockholders who have voted their shares prior to the meeting need not recast their votes. Any stockholder who wishes to vote their shares during the meeting or who wishes to change his or her previously cast votes may do so by clicking on the voting link on the meeting webpage, which also can be found in the lower part of the page. We will now turn to the formal business of the meeting. As set forth and described in the proxy statement mailed or made available to stockholders, the purposes of this annual meeting are, one, to elect two Class I directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualify.

Two, to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Three, to consider and vote on by advisory and non-binding resolution the company's executive compensation as disclosed in the proxy statement. Four, to transact such other business as may properly be presented at the annual meeting or any postponement or adjournment thereof. Madam Chair, as of the close of business on April 8th, 2026, there were 101,596,232 shares of common stock outstanding and entitled to vote at this meeting. A majority of these shares, or 50,798,117 shares, constitutes a quorum. The Inspector of Elections has informed me that approximately 74,325,650 shares are represented at this meeting, either in person or by proxy, and therefore a quorum is present.

Each stockholder is entitled to one vote for each share of common stock owned on the record date. On the basis of this report, I declare that a quorum is present and that this meeting is competent to transact business. Ms. Goodman has directed me to file the proxies with the records of the company. We will now proceed to the proposals for this annual meeting. As indicated a few moments ago, the first item of business before this meeting involves the election of two Class I Directors of the company's board of directors, each to hold office until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualifies. As set forth in the proxy statement, the two individuals nominated by the board of directors for election as Class I Directors of the company are Laurie S. Goodman and Richard C. Wald.

A majority of all the votes cast with respect to each director is sufficient to elect a director. The company's bylaws and policies provide that stockholders may nominate candidates for election as directors by timely delivering the requisite notice of such nomination to the corporate secretary of the company. We have not received any notice of any stockholder's intention to nominate a candidate for election at this meeting. Therefore, the nominees named in the proxy statement are the only nominees for director. The second item of business before this meeting calls for the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2026 fiscal year. The audit committee of the board of directors has appointed KPMG LLP as the company's independent registered public accounting firm for 2026.

Even if this selection is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the company's best interests. The company's board of directors has recommended that stockholders ratify this appointment. A majority of all the votes cast on the proposal is sufficient to ratify the appointment of the company's public accounting firm. The third item of business before this meeting is to consider and vote on an advisory and non-binding resolution to approve the company's executive compensation. A majority of all the votes cast on the proposal is sufficient to approve the company's executive compensation. The company's board of directors has recommended that stockholders approve this proposal.

There being no other items of business to be brought before this meeting, I will entertain a motion to vote on item one, the election of directors, item two, the ratification of the independent registered public accounting firm, and item three, the consideration by advisory and non-binding vote of the resolution to approve the company's executive compensation. At this point, we'll pause for a few moments to entertain any questions and discussion regarding the items being voted on. If any stockholder would like to ask a question or make a comment regarding any of the proposals, please submit your question or comment through the web portal. We'll just take 15-30 seconds to see if any shareholder does have a question. It looks like there are no questions, so I now call for the vote on these proposals.

As previously mentioned, any stockholder who has logged in as such and wishes to cast their vote or to change their vote from the instructions previously given in their proxy, please do so now by clicking on the vote button on their screen and follow the instructions there. Once again, stockholders who have sent in proxies or voted via telephone or online and who do not want to change their votes, do not need to take any further action. We will pause briefly while the votes are being counted. We'll just give it another 10 seconds to see if any votes come in through the voting portal. It does not look like we've had any additional voting. Now that everyone has had the opportunity to vote, the polls are now closed.

I believe the inspector of election has completed a preliminary counting of the votes, and I can now report a preliminary outcome of each proposal. I have been informed by the inspector of elections that each of the nominees for election as a Class I Director has received, on a per-Director basis, a majority of the votes cast at this meeting, either in person or by proxy, in favor of election, and therefore, each has been duly elected to serve as a Class I Director of the company until the 2029 annual meeting of stockholders and until his or her successor has been elected and qualifies.

Next, I have been informed by the inspector of elections that substantially in excess of the majority of the votes cast at this meeting, either in person or by proxy, has been voted in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and therefore, this proposal has been approved. Finally, I have been informed by the inspector of elections that the advisory and non-binding vote on the company's executive compensation has received in excess of a majority of the votes cast at this meeting, either in person or by proxy, in favor of the proposal, and therefore, the advisory and non-binding resolution on the company's executive compensation has been approved. As indicated, these results are preliminary only.

Final results, including the official outcome and official vote count for each proposal, will be reported on a Form 8-K to be filed with the Securities and Exchange Commission within the next four business days. Thank you, ladies and gentlemen. No notice of any other business was given to the corporation. Under our bylaws, the formal business of our meeting is now completed, and I have been authorized to declare the meeting adjourned. With the formal business out of the way, we would now like to provide stockholders with an opportunity to ask questions at this time. As I indicated earlier in the meeting, stockholders may type their questions and comments in the designated area on their screen. We'll pause for a minute or so to give stockholders some time to type and submit their questions. We'll give it another 30 seconds or so.

Okay, it does not look like there are any questions, and as there are no questions, we will move to conclude this portion of the meeting. At this point, the company's 2026 annual meeting of stockholders is concluded, and I would like to thank you all for attending. Thank you, operator, and I believe that should do it.

Operator

Thank you, sir. The meeting has now concluded. Thank you for joining, and have a pleasant day.