8-K

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 9, 2019

     Annaly Capital Management Inc

(Exact Name of Registrant as Specified in its Charter)

Maryland		1-13447	22-3479661
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
1211 Avenue of the Americas
New York,	New York		10036
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 696-0100

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:

☐ 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 Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NLY	New York Stock Exchange
7.50% Series D Cumulative Redeemable Preferred Stock	NLY.D	New York Stock Exchange
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.F	New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.G	New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.I	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.

On December 9, 2019, Annaly Capital Management, Inc. (the “Company”) issued a press release announcing that Glenn Votek, the Company’s Chief Financial Officer and interim Chief Executive Officer and President, has stepped down from his role as Chief Financial Officer. Mr. Votek will continue to serve as the Company’s interim Chief Executive Officer and President and as a member of the Company’s Board of Directors (the “Board”).

The Company also announced that Serena Wolfe, 40, has joined the Company as Chief Financial Officer effective December 9, 2019. Prior to joining the Company, Ms. Wolfe had served as a Partner at Ernst & Young LLP (“EY”) from 2011 to November 2019. Starting in 2017, Ms. Wolfe had also served as EY’s Central Region Real Estate Hospitality & Construction (“RHC”) leader and was previously EY’s Global RHC Assurance Leader. Ms. Wolfe began her career at EY in 1998.

The Company will enter into its standard form of indemnification agreement with Ms. Wolfe, a copy of which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 20, 2017.

There are no family relationships between any of the Company’s directors or officers and Ms. Wolfe that are required to be disclosed under Item 401(d) of Regulation S-K.

There are no other arrangements or understandings between Ms. Wolfe and any other person pursuant to which Ms. Wolfe was appointed as Chief Financial Officer. Ms. Wolfe has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01.    Regulation FD Disclosure.

A copy of the Company’s press release (the “Press Release”) announcing the matters described under Item 5.02 above is attached hereto and furnished as Exhibit 99.1.

This Press Release is being furnished pursuant to Item 7.01, and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

99.1    Press Release, dated December 9, 2019

104    Cover page (formatted in Inline XBRL).

SIGNATURE

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

ANNALY CAPITAL MANAGEMENT, INC.
(REGISTRANT)
By:	/s/ Anthony C. Green
	Name: Anthony C. Green
	Title: Chief Corporate Officer & Chief Legal Officer

Dated: December 9, 2019

EX-99.1

Exhibit 99.1

Annaly Capital Management, Inc. Appoints Serena Wolfe as Chief Financial Officer

Glenn Votek Will Continue to Serve as Interim Chief Executive Officer and President

and a Member of the Board of Directors

December 9, 2019

NEW YORK -- (BUSINESS WIRE) -- Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly” or the “Company”) announced today that it has appointed Serena Wolfe, 40, as Chief Financial Officer effective December 9, 2019. Ms. Wolfe will also serve as a member of Annaly’s Operating Committee. The Company also announced that Glenn Votek, the Company’s Chief Financial Officer and interim Chief Executive Officer and President, has stepped down from his role as Chief Financial Officer. Mr. Votek will continue to serve as interim Chief Executive Officer and President and as a member of the Company’s Board of Directors (the “Board”).

“I am thrilled to welcome Serena to Annaly and transition my role as Chief Financial Officer,” stated Mr. Votek. “Serena is a respected industry veteran with an extensive background and expertise in both real estate and accounting. Her deep financial acumen and leadership experience will position her well to make an immediate and meaningful impact here at Annaly.” 

Thomas Hamilton, Chair of the Board, commented, “We are incredibly grateful to Glenn for his more than six years of service and outstanding leadership as Chief Financial Officer. During his tenure as Chief Financial Officer, Glenn has led the development of the robust finance organization we have in place today and has been, and continues to be, pivotal to the execution of our strategy. We look forward to continuing to work with Glenn in his roles as interim Chief Executive Officer and President and as a member of the Board.” 

Ms. Wolfe most recently served as a Partner at Ernst & Young (“EY”) since 2011 and as its Central Region Real Estate Hospitality & Construction (“RHC”) leader from 2017 to November 2019, managing the go-to-market efforts and client relationships across the sector. Ms. Wolfe was previously also EY’s Global RHC Assurance Leader. EY’s RHC practice has the largest integrated real estate practice of any accounting organization, with more than 12,000 professionals around the world providing audit, tax, transaction, and real estate advisory services to real estate owners, investors, lenders, and users – including many REITs, homebuilders, and developers.

Ms. Wolfe practiced with EY for over 20 years, including six years with EY Australia and 16 years with the U.S. practice. She spent ten years in New York with EY’s Global Real Estate Center. In 2017, Ms. Wolfe moved to the Chicago area to lead the RHC practice for EY’s Central Region. Ms. Wolfe has worked in a variety of industries including real estate, manufacturing, and technology. The last 13 years have been focused solely in the real estate practice. Her specialties include Real Estate, Financial Reporting, IFRS, U.S. GAAP, and SEC matters. Ms. Wolfe graduated from the University of Queensland with a Bachelor of Commerce in Accounting. She is a Certified Public Accountant in the states of New York, California, Illinois, and Pennsylvania.

About Annaly

Annaly is a leading diversified capital manager that invests in and finances residential and commercial assets. Annaly’s principal business objective is to generate net income for distribution to its stockholders and to optimize its returns through prudent management of its diversified investment strategies. Annaly has elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes. Annaly is externally managed by Annaly Management Company LLC. Additional information on the company can be found at www.annaly.com.

XML

Cover Page	Dec. 09, 2019
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 09, 2019
Entity Registrant Name	Annaly Capital Management Inc
Entity Incorporation, State or Country Code	MD
Entity File Number	1-13447
Entity Tax Identification Number	22-3479661
Entity Address, Address Line One	1211 Avenue of the Americas
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	696-0100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001043219
Amendment Flag	false
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	NLY
Security Exchange Name	NYSE
7.50% Series D Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	7.50% Series D Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.D
Security Exchange Name	NYSE
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.F
Security Exchange Name	NYSE
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.G
Security Exchange Name	NYSE
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.I
Security Exchange Name	NYSE