Annaly Capital Management (NLY) Proxy filing summary

Voting matters and shareholder proposals

• Election of nine directors is proposed, with all nominees recommended for approval by the board.

• Advisory approval of executive compensation is up for a shareholder vote.

• Ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2026 is proposed.

• Advisory shareholder proposal to adopt the right to act by written consent is included, with the board recommending a vote against.

Board of directors and corporate governance

• Nine director nominees are listed for election at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is scheduled, with board support.