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): June 7,
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:
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))
ITEM
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
7, 2010, MFA Financial, Inc. (the "Company") entered into a Second Amended and
Restated Employment Agreement (the "Agreement") with Stewart Zimmerman, the
Company’s Chief Executive Officer and Chairman of the Board of Directors.
Mr. Zimmerman's employment agreement was amended (i) to extend his term of
employment from December 31, 2010 to December 31, 2012 and, in connection
therewith, to remove certain provisions relating to (a) the automatic renewal of
the term of his employment for successive one-year periods (in the absence of
advance notice of non-renewal by either party) and (b) the required termination
payment upon non-renewal of the term of his employment, (ii) to provide that all
of his unvested shares of restricted common stock will become fully vested on
December 31, 2012, provided that he remains in continuous employment with the
Company through December 31, 2012 or, if prior to that date, his employment with
the Company is terminated (a) "without cause", (b) for "good reason", (c) in
connection with a "change in control" or (d) due to his death or disability,
(iii) to provide that he will be permitted to sell his vested shares of
restricted common stock, notwithstanding the applicable ownership guidelines
stated in the Agreement, to satisfy any income and employment tax obligations
related to the vesting of such shares and (iv) to make certain amendments that
provide for more expanded restrictive covenant provisions as set forth in
Paragraph 7 therein. Except as provided above, all other material terms
and provisions of the Amended and Restated Employment Agreement, entered into by
Mr. Zimmerman and the Company as of December 10, 2008, will remain the same.
The foregoing summary of the Agreement is qualified by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
ITEM
9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibits
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10.1
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Second
Amended and Restated Employment Agreement, dated June 7, 2010, by and
between MFA Financial, Inc. and Stewart
Zimmerman.
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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.
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By:
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/s/ Timothy W. Korth
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Timothy W. Korth
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General Counsel, Senior Vice President and
Secretary
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Date:
June 8, 2010