Annaly Capital Management (NLY) Proxy filing summary

Executive summary

• Achieved a 20.2% economic return and 40% total shareholder return in 2025, with all three business segments contributing to growth.

• Grew Agency MBS portfolio to $93 billion, expanded Residential Credit and MSR portfolios, and executed record securitizations.

• Raised $2.9 billion in capital, including $275 million in preferred stock, and increased common dividend to $0.70 per share.

• Maintained strong stockholder engagement, holding over 180 meetings and reaching out to all top 100 shareholders.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory shareholder proposal to adopt the right to act by written consent, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of nine nominees, 89% independent, with diverse skills and backgrounds.

• Separate CEO and Independent Chair roles; regular executive sessions of independent directors.

• Annual board and committee self-evaluations, director refreshment policy, and robust succession planning.

• No supermajority voting requirements; shareholders with 25% of votes can call special meetings.