United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant x
Filed by
a Party other than the
Registrant o
Check the
appropriate box:
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o
Preliminary Proxy Statement
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o
Soliciting Material Under Rule
14a-12
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o
Confidential, For Use of the Commission
Only
(as permitted by Rule
14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
MFA
Financial, Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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4)
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Proposed
maximum aggregate value of
transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials:
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o
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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1)
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Amount
previously paid:
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2)
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Form,
Schedule or Registration Statement
No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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SUPPLEMENT
TO PROXY STATEMENT DATED APRIL 6, 2010
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON MAY 20, 2010
To the
Stockholders of MFA Financial, Inc.:
On or
about April 6, 2010, MFA Financial, Inc. ("MFA") made available to its
stockholders a definitive proxy statement relating to MFA's 2010 Annual Meeting
of Stockholders (the "Annual Meeting") to be held at The New York Palace Hotel,
455 Madison Avenue, New York, New York, on Thursday, May 20, 2010, at 10:00
a.m., New York City time. As described in MFA's Form 8-K filed on May
10, 2010 with the Securities and Exchange Commission ("Form 8-K"), based on
feedback that MFA received from RiskMetrics Group (formerly Institutional
Shareholder Services), MFA announced that its Board of Directors (the "Board")
approved an amendment to Section 6 of MFA's 2010 Equity Compensation Plan ("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
(Proposal No.2 ) is approved by stockholders at the Annual
Meeting. The full text of the Amended and Restated 2010 Equity
Compensation Plan is attached as Exhibit 10.1 to the Form 8-K. No
other changes to the 2010 Equity Compensation Plan are contemplated at this
time.
The Board
continues to unanimously recommend that holders of MFA's common stock vote “FOR”
each of the proposals described in the proxy statement dated April 6,
2010.
We hope
that all stockholders who can do so will attend the Annual Meeting in
person. Whether or not you plan to attend, in order to assure proper
representation of your shares at the Annual Meeting, we urge you to submit your
proxy voting instructions to MFA by using our dedicated internet voting website,
our toll-free telephone number or, if you prefer, the mail. By
submitting your proxy voting instructions promptly, either by internet,
telephone or mail, you can help MFA avoid the expense of follow-up mailings and
ensure the presence of a quorum at the Annual Meeting. If you attend
the Annual Meeting, you may, if so desired, revoke your prior proxy voting
instructions and vote your shares in person.
In
order to submit proxy voting instructions prior to the Annual Meeting, you have
the option of authorizing your proxy (a) through the internet at www.proxyvote.com and
following the instructions described on the notice of access card previously
mailed to you or on your proxy card, (b) by toll-free telephone at
1-800-690-6903 and following the instructions described on the notice of access
card previously mailed to you or on your proxy card or (c) by completing,
signing and dating your proxy card and returning it promptly in the
postage-prepaid envelope provided.
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By
Order of the Board
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Timothy
W. Korth
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General
Counsel, Senior Vice President
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and
Corporate Secretary
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New York,
New York
May 10,
2010