MFA FINANCIAL, INC.

Regulatory Filings • Dec 16, 2021

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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 15, 2021

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-13991	13-3974868
(State
or other jurisdiction of
incorporation or organization)	(Commission
File Number)	(IRS
Employer Identification
No.)

| One
Vanderbilt Avenue , 48th
Floor New
York , New
York | 10017 |
| --- | --- |
| (Address
of principal executive offices) | (Zip Code) |

Registrant's telephone number, including area code: ( 212 ) 207-6400

Not Applicable

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(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 (see General Instruction A.2. below):

¨	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 Symbols: | Name
of each exchange on which registered: |
| --- | --- | --- |
| Common
Stock, par value $0.01 per share | MFA | New
York Stock Exchange |
| 7.50%
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | MFA/PB | New
York Stock Exchange |
| 6.50% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, par value $0.01 per share | MFA/PC | 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. ¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(d) Election of Sheila A. Stamps to Board of Directors. On December 15, 2021, the Board of Directors (the “Board”) of MFA Financial, Inc. (the “Company”) elected Sheila A. Stamps as a director of the Company effective as of such date. Ms. Stamps fills the vacancy created by the Board’s decision to increase the size of the Board from seven (7) directors to eight (8) directors. In connection with her election, the Board has appointed Ms. Stamps to serve on each of the Compensation Committee and Nominating and Corporate Governance Committee of the Board. A copy of the press release reporting on Ms. Stamps’ election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

| 99.1 | Press Release, dated December 15, 2021, regarding the election
of Sheila A. Stamps to the Board of Directors of MFA Financial,
Inc. |
| --- | --- |
| 104 | Cover Page Interactive Data File
(formatted as Inline XBRL). |

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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.

(REGISTRANT)
By:	/s/ Harold E. Schwartz
	Name:	Harold E. Schwartz
	Title:	Senior Vice President and General Counsel
Date: December 16, 2021

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EXHIBIT INDEX

Exhibit No. Description

| 99.1 | Press Release, dated December 15, 2021, announcing the election of Sheila A. Stamps to the Board of Directors of MFA Financial
Inc. |
| --- | --- |
| 104 | Cover Page Interactive Data File
(formatted as Inline XBRL). |

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