0000826675FALSE--12-3100008266752021-05-112021-05-110000826675us-gaap:CommonStockMember2021-05-112021-05-110000826675us-gaap:SeriesBPreferredStockMember2021-05-112021-05-110000826675us-gaap:SeriesCPreferredStockMember2021-05-112021-05-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 11, 2021
___________

DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Virginia1-981952-1549373
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia
23060-9245
(Address of principal executive offices)(Zip Code)
(804)217-5800 
(Registrant’s telephone number, including area code) 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
DX
New York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share N/ANone
6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,
par value $0.01 per share
DXPRCNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 11, 2021, the Board of Directors of Dynex Capital, Inc. (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), primarily to add the responsibilities of the Chief Executive Officer and to clarify certain responsibilities of the President. Certain additional non-substantive amendments were also made to the Bylaws.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K, in unmarked form, and as Exhibit 3.2.1 in redline form, showing the amendments described above, and are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 11, 2021 (the “2021 Annual Meeting”), at which three proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the 2021 Annual Meeting filed with the Securities and Exchange Commission on March 31, 2021 (the “2021 Proxy Statement”). A quorum of the Company’s common shares was present for the 2021 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 - Shareholders elected six directors of the Company to hold office until the next annual meeting and until their successors have been elected and duly qualified. The name of each director elected and the votes cast for such individuals are set forth below:
Name
ForAgainst
Abstentions
Broker Non-Votes
Byron L. Boston14,734,727133,243139,2718,329,621
Julia L. Coronado, Ph.D.14,668,139207,447131,6548,329,621
Michael R. Hughes14,613,429252,078141,7348,329,621
Joy D. Palmer14,676,734195,393135,1138,329,621
Robert A. Salcetti14,566,071297,158144,0118,329,621
David H. Stevens14,611,966254,323140,9518,329,621

Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2021 Proxy Statement. The votes regarding Proposal 2 were as follows:

For
AgainstAbstentionsBroker Non-Votes
13,905,809766,407335,0258,329,621

Proposal 3 - Shareholders approved a proposal to ratify the Company’s selection of BDO USA, LLP, independent certified public accountants, as auditors for the Company for the 2021 fiscal year. The votes regarding Proposal 3 were as follows:

ForAgainstAbstentionsBroker Non-Votes
22,829,104255,783251,975-






Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.2
3.2.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.
DYNEX CAPITAL, INC.
Date:May 12, 2021By:/s/ Stephen J. Benedetti
   Stephen J. Benedetti
   Executive Vice President, Chief Financial Officer
 and Chief Operating Officer