UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
July
20, 2015
ANNALY CAPITAL MANAGEMENT, INC.
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(Exact
name of registrant as specified in its charter)
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Maryland
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1-13447
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22-3479661
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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1211
Avenue of the Americas New
York, New York
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10036
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(Address of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 696-0100
No Change
(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))
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2015, Annaly Capital Management, Inc. (the “Company” or
“Annaly”) announced the appointment of Kevin Keyes as Chief Executive
Officer of the Company, effective September 30, 2015. Mr. Keyes will
also retain the title of President. Mr. Keyes, age 47, has been
President of Annaly and a member of its Board of Directors since
November 2012.
On July 20, 2015, the Company announced that Wellington Denahan,
Annaly’s co-founder, Chairman and Chief Executive Officer, will remain
Chairman of the Board of Directors and, effective September 30, 2015,
will also serve as Executive Chairman of the Company focusing on
strategic and capital allocation decisions. Ms. Denahan, age 51,
co-founded Annaly in 1996.
A copy of the press release reporting on the appointments is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between either Ms. Denahan
or Mr. Keyes and any other person pursuant to which she or he was
appointed. There are also no family relationships between either Ms.
Denahan or Mr. Keyes and any director or executive officer of the
Company and neither Ms. Denahan nor Mr. Keyes has any direct or indirect
material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K, except for certain transactions
described in the section entitled “Certain Relationships and Related
Transaction” in the Company’s Definitive Proxy Statement, as originally
filed with the Securities and Exchange Commission on April 9, 2015,
which the Company hereby incorporates by reference.
Item 9.01. Financial
Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
99.1 Press Release, dated July 20, 2015, issued by the Company
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.
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Annaly Capital Management, Inc.
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By:
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/s/
Glenn A. Votek
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Name:
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Glenn A. Votek
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Title:
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Chief Financial Officer
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Date:
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July 20, 2015
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Exhibit 99.1
Annaly’s
Board Names Kevin Keyes CEO Effective September 30, 2015
Wellington
Denahan Will Remain as Chairman of the Board and Also Serve as Executive
Chairman
NEW YORK--(BUSINESS WIRE)--July 20, 2015--Annaly Capital Management,
Inc. (NYSE: NLY) (Annaly or the Company) announced today that its Board
of Directors has appointed Kevin Keyes as its Chief Executive Officer.
Mr. Keyes will also retain the title of President. Wellington Denahan,
Annaly’s co-founder, Chairman and Chief Executive Officer, will remain
Chairman of the Board of Directors and will also serve as Executive
Chairman of the Company focusing on strategic and capital allocation
decisions.
Ms. Denahan remarked: “I’m very proud to have co-founded a company that
has grown to become the largest mortgage REIT in the world while
delivering competitive returns through a wide range of market
conditions. I look forward to continuing to work with Kevin and the team
as we navigate the opportunities ahead. Kevin began working with Annaly
more than a decade ago and we were very fortunate to have him join the
Company a few years later. He has been hugely instrumental in helping
shape the Company for the future and has the leadership ability and
broad experience to drive Annaly’s success in the years ahead.”
“The Board of Directors is pleased to name Kevin as Annaly’s CEO,” said
Jonathan Green, Annaly’s Lead Director. “Kevin is a proven leader who
will enable us to take advantage of the Company’s numerous growth
opportunities in the evolving market landscape. We also look forward to
Wellington’s continuing contributions to the Board and the Company as
Executive Chairman.”
Kevin Keyes commented: “Nearly 20 years ago, Wellington and Mike Farrell
had the vision and leadership to create this phenomenal Company. I’ve
been very fortunate to both advise and work closely with each of them
and have admired Wellington’s leadership during the challenging and
rewarding times over the past few years. I know the opportunity that
lies ahead for Annaly is enormous and I am honored and energized to lead
along with Wellington going forward. We have further developed and
expanded the Annaly investment teams over the past few years and are now
more prepared than ever to capitalize on our targeted options for growth
in the industry today.”
About Annaly
Annaly’s principal business objective is to generate net income for
distribution to its shareholders from its investments. Annaly is a
Maryland corporation that has elected to be taxed as a real estate
investment trust (“REIT”). Annaly is managed and advised by Annaly
Management Company LLC.
Other Information
This news release and our public documents to which we refer contain or
incorporate by reference certain forward-looking statements which are
based on various assumptions (some of which are beyond our control) and
may be identified by reference to a future period or periods or by the
use of forward-looking terminology, such as “may,” “will,” “believe,”
“expect,” “anticipate,” “continue,” or similar terms or variations on
those terms or the negative of those terms. Actual results could differ
materially from those set forth in forward-looking statements due to a
variety of factors, including, but not limited to, changes in interest
rates; changes in the yield curve; changes in prepayment rates; the
availability of mortgage-backed securities and other securities for
purchase; the availability of financing and, if available, the terms of
any financings; changes in the market value of our assets; changes in
business conditions and the general economy; our ability to grow the
commercial mortgage business; credit risks related to our investments in
commercial real estate assets and corporate debt; our ability to
consummate any contemplated investment opportunities; changes in
government regulations affecting our business; our ability to maintain
our qualification as a REIT for federal income tax purposes; our ability
to maintain our exemption from registration under the Investment Company
Act of 1940, as amended; risks associated with the businesses of our
subsidiaries, including the investment advisory business of a
wholly-owned subsidiary and the broker-dealer business of a wholly-owned
subsidiary. For a discussion of the risks and uncertainties which could
cause actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” in our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
We do not undertake, and specifically disclaim any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
CONTACT:
Annaly Capital Management, Inc.
Investor Relations,
888-8Annaly
www.annaly.com
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