ANNALY CAPITAL MANAGEMENT INC
Shareholder Proposals
Item 4
Adopt shareholder right to act by written consent with a threshold equal to the minimum votes required to approve an action at a fully attended meeting.
The proposal asks the Board to enable stockholders to act by written consent if they hold at least the minimum number of votes that would be necessary to approve the same action at a meeting where all shares were present and voting. It requests that shareholders also be permitted to initiate topics for written consent, without restrictions based on length of ownership. The proponent argues this mechanism would supplement existing special meeting rights and provide an additional avenue for shareholders to raise urgent governance or performance concerns. The supporting statement cites perceived governance and performance issues and contends the current 25% special meeting threshold is too high, advocating written consent as a way to strengthen shareholder influence.