Shareholders request that our board of directors take such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.
To guard against the Annaly Capital Management (NLY) Board of Directors becoming complacent shareholders need the ability to act by written consent to help the Board adopt new strategies when the need arises.
This is particularly important now given the long-term decline in the NLY stock price. The NLY stock price has fallen from $61 in 2008 to $36 in 2021 and $19 in late 2024 during a robust stock market.
This proposal is more important than ever because there has been a mad rush of Board exculpation proposals to limit the financial liability of directors when they violate their fiduciary duty. Such exculpation is a disincentive for good director performance. Since shareholders acting by written consent can be used to replace a director, adoption of this proposal could foster better performance by NLY directors.
A shareholder ability to quickly act by written consent would be a welcome incentive for NLY Directors to avoid more long-term declines in the NLY stock price in the first place since the continued service of certain NLY Directors could be terminated by shareholders acting by written consent. This is a good incentive for the NLY Directors to have for the benefit of all shareholders.