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): May 10,
2010
MFA FINANCIAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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350 Park Avenue,
21st Floor, New York, New York
10022
(Address
of Principal Executive Office) (Zip Code)
Registrant's
Telephone Number, Including Area Code: (212)
207-6400
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))
ITEM
8.01 Other Events.
On or
about April 6, 2010, MFA Financial, Inc. (“MFA”) mailed a Proxy Statement
describing the matters to be voted on by MFA's stockholders at its annual
meeting to be held on May 20, 2010, including the approval of MFA's 2010 Equity
Compensation Plan (the "2010 Equity Compensation Plan"), which, if approved,
would increase the number of shares of common stock available for grant by MFA
under the 2010 Equity Compensation Plan to 20,000,000.
Based on
feedback that MFA received from RiskMetrics Group (formerly Institutional
Shareholder Services), MFA's Board of Directors approved an amendment to Section
6 of the 2010 Equity Compensation Plan that would reduce the number of shares of
common stock available for issuance under the 2010 Equity Compensation Plan from
20,000,000 to 13,500,000 shares if the 2010 Equity Compensation Plan proposal is
approved by stockholders.
The 2010
Equity Compensation Plan was filed with the Securities and Exchange Commission
as Annex I to the Proxy Statement on April 6, 2010. The description
of the 2010 Equity Compensation Plan is qualified in its entirety by reference
to the full text of the Amended and Restated 2010 Equity Compensation Plan which
is attached to this Current Report on Form 8-K as Exhibit 10.1.
This
amendment was approved by MFA's board of directors on May 10, 2010, and is
subject to, and effective upon, the approval of the Amended and Restated 2010
Equity Compensation Plan by MFA's stockholders at its annual
meeting.
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ITEM
9.01
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Financial
Statements and Exhibits.
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10.1
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MFA
Financial, Inc.'s Amended and Restated 2010 Equity Compensation
Plan.
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SIGNATURES
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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MFA
FINANCIAL, INC.
By:
/s/ Timothy W.
Korth
Timothy
W. Korth
General
Counsel, Senior Vice President and
Secretary
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Date: May
10, 2010