Annaly Capital Management (NLY) Proxy Filing summary

Executive summary

• Achieved strategic milestones in residential mortgage finance, including partnerships and industry recognition throughout 2024 and early 2025.

• Maintained leadership as the largest non-bank issuer of Prime Jumbo and Expanded Credit MBS and third largest purchaser of bulk MSR in 2024.

• Generated a total economic return of 11.9% in 2024, executed record securitizations, and raised $1.6 billion in equity.

• Board refreshment policy led to three directors concluding service after nearly 40 years combined.

Voting matters and shareholder proposals

• Board recommends voting FOR director nominees, executive compensation, and auditor ratification, and AGAINST adopting the right to act by written consent.

• Advisory proposal to adopt written consent rights was submitted; Board opposes, citing transparency and equity concerns.

• Proxy advisory firms ISS and Glass Lewis support all company proposals.

Board of directors and corporate governance

• Board amended bylaws in 2022 to lower the threshold for calling special meetings to 25% of shares.

• Governance framework emphasizes special meeting rights over written consent, based on investor feedback.

• Virtual annual meeting scheduled for May 14, 2024, with full participation rights.