UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

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 31, 2013

 

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

EXPLANATORY NOTE

 

This amendment to the Current Report on Form 8-K of MFA Financial, Inc. (the “Company”), originally filed on January 2, 2014 (the “Original Filing”), is being filed solely to correct an error regarding the term of the consulting agreement described in the second sentence of the second paragraph of Item 5.02(e) of the Original Filing.  The twelve-month period covered by the consulting agreement entered into between the Company and Stewart Zimmerman (for which Mr. Zimmerman will be paid a consulting fee of $65,500 per month) is January 1, 2014 through December 31, 2014, as indicated in this Form 8-K/A.

 

Except as described above, no other changes have been made to the Original Filing, and this Form 8-K/A does not modify, amend or update in any way any of the other information contained in the Original Filing.

 

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

 

(e)  Consulting Services Agreement between MFA and Stewart Zimmerman.  Pursuant to the terms of the previously disclosed amended and restated employment agreement between MFA Financial, Inc. (the “Company”) and Stewart Zimmerman (who retired as the Company’s chairman and chief executive officer on December 31, 2013), on December 31, 2013, the Company entered into a consulting services agreement (the “Consulting Agreement”) with Mr. Zimmerman.

 

Pursuant to the terms of the Consulting Agreement, Mr. Zimmerman will, as may be requested by the Company, consult with and advise the Company’s Chief Executive Officer or other designee of the Company’s Board of Directors regarding business, market, legal and regulatory developments and opportunities and strategies in connection with the business of acquiring and managing a portfolio of residential mortgage-backed securities in a real estate investment trust. Among other terms, the Consulting Agreement provides for the payment to Mr. Zimmerman of a consulting fee of $65,500 per month for the twelve-month period from January 1, 2014, through December 31, 2014.  In addition, the Consulting Agreement contains various terms and conditions regarding confidentiality of Company information and matters, exclusivity of service to the Company, non-solicitation of Company employees and treatment and return of Company property.

 

A copy of the Consulting Agreement is attached hereto as Exhibit 10.1. The above description of the principal terms of the Consulting Agreement is a summary only and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated by reference into this Item 5.02(e).

 

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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.

 

	MFA FINANCIAL, INC.
	(REGISTRANT)
	By:	/s/ Harold E. Schwartz
		Name: Harold E. Schwartz
		Title: Senior Vice President and
		General Counsel

 

Date:  January 2, 2014

 

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