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Dynex Capital (DX) holders approve doubling share authorization and key votes

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Dynex Capital, Inc. reported results of its 2026 annual shareholder meeting and related governance actions. Shareholders approved an amendment to the Articles of Incorporation to increase authorized common shares from 360,000,000 to 720,000,000, with 123,760,469 votes for, 14,097,355 against, and 2,795,837 abstentions.

Six directors were elected, each receiving over 76 million votes in favor, and shareholders gave advisory approval to named executive officer compensation. Ernst & Young LLP was ratified as the Company’s independent auditor for the 2026 fiscal year. The Board also approved a form of Indemnification Agreement for directors and executive officers, providing indemnification and expense advancement to the fullest extent permitted under Virginia law.

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Insights

Dynex doubled authorized shares and refreshed governance arrangements.

Dynex Capital’s shareholders approved a Charter amendment increasing authorized common stock from 360,000,000 to 720,000,000, with 123.8 million votes in favor. This change expands the company’s capacity to issue equity in the future but does not itself represent an issuance.

All six directors were re-elected with strong support, executive pay received advisory approval, and Ernst & Young LLP was ratified as auditor for 2026. The Board also adopted a broad Indemnification Agreement for directors and executive officers, aligning protections with the fullest extent of Virginia law.

Overall, these actions are typical of an annual meeting and corporate housekeeping. Any future impact on shareholders from the increased authorized shares will depend on how and when the company chooses to use this additional capacity, which is not detailed here.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common shares before amendment 360,000,000 shares Articles of Incorporation prior to Charter Amendment
Authorized common shares after amendment 720,000,000 shares Charter Amendment approved at 2026 Annual Meeting
Votes for share authorization increase 123,760,469 votes Proposal 4 – increase authorized common shares
Votes for executive pay advisory approval 72,897,804 votes Proposal 2 – advisory compensation vote
Votes for auditor ratification 137,254,062 votes Proposal 3 – ratification of Ernst & Young LLP
Votes for director Byron L. Boston 76,521,638 votes Proposal 1 – director election
Indemnification Agreement financial
"approved a form of Indemnification Agreement (the “Indemnification Agreement”)"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Articles of Incorporation financial
"approved an amendment to Article III of the Company’s Articles of Incorporation"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
broker non-votes financial
"For | Against | Abstentions | Broker Non-Votes 72,897,804 | 3,839,581 | 2,079,571 | 61,836,704"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-binding vote financial
"Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers"
Understanding 8-K Material Events →
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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 21, 2026
___________

DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Virginia
001-9819
52-1549373
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
140 Eastshore Drive, Suite 100
Glen Allen, Virginia
23059-5755
(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
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. ☐


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

On May 21, 2026, the Board of Directors of Dynex Capital Inc. (the “Company”), approved a form of Indemnification Agreement (the “Indemnification Agreement”), and the Company intends to enter into an Indemnification Agreement with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each Indemnitee to the fullest extent permitted under Virginia law, and to provide for continued coverage of each Indemnitee under the Company’s directors’ and officers’ insurance policies. The form of Indemnification Agreement is attached hereto as Exhibit 10.1. The foregoing summary and description of the provisions of the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 21, 2026, the Company held its annual meeting of of shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved an amendment to Article III of the Company’s Articles of Incorporation (the “Charter Amendment”), to increase the number of authorized shares of the Company’s common stock from 360,000,000 to 720,000,000. The Charter Amendment was filed with the Virginia State Corporation Commission (the “SCC”) on May 21, 2026 and became effective following the issuance of the Certificate of Amendment by the SCC to the Company on May 22, 2026.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Articles of Amendment to the Restated Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

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

At the 2026 Annual Meeting, four proposals were submitted to the Company’s shareholders, including the proposals to approve the Charter Amendment. The proposals are described in detail in the Company’s definitive proxy statement for the 2026 Annual Meeting, which was filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). A quorum of the Company’s common shares was present for the 2026 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. Boston76,521,6381,352,641942,67761,836,704
Marie Chandoha76,265,7301,626,611924,61561,836,704
Julia L. Coronado, Ph.D.76,292,0401,616,254908,66261,836,704
Alexander I. Crawford
76,852,6821,036,287927,98661,836,704
Andrew I. Gray
76,708,0741,192,421916,46161,836,704
Smriti L. Popenoe
76,454,3881,381,893980,67561,836,704

Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement. The votes regarding Proposal 2 were as follows:



For
AgainstAbstentionsBroker Non-Votes
72,897,8043,839,5812,079,57161,836,704

Proposal 3 - Shareholders approved a proposal to ratify the Company’s selection of Ernst & Young LLP, independent certified public accountants, as auditors for the Company for the 2026 fiscal year. The votes regarding Proposal 3 were as follows:

For
AgainstAbstentions
137,254,0621,538,9721,860,626

Proposal 4 - Shareholders approved a proposal to amend to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 360,000,000 to 720,000,000. The votes regarding Proposal 4 were as follows:

For
AgainstAbstentions
123,760,46914,097,3552,795,837

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1
Third Articles of Amendment to the Restated Articles of Incorporation, effective as of May 22, 2026
10.1
Dynex Capital, Inc. Form of Indemnification Agreement
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 22, 2026By:/s/ Michael A. Angelo
   Michael A. Angelo
   Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What corporate actions did Dynex Capital (DX) shareholders approve at the 2026 annual meeting?

Shareholders approved four key items: election of six directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as 2026 auditor, and an amendment doubling authorized common shares from 360,000,000 to 720,000,000, each with substantial support in the vote tallies.

How many authorized common shares does Dynex Capital (DX) have after the Charter amendment?

After shareholder approval of the Charter amendment, Dynex Capital’s authorized common stock increased from 360,000,000 to 720,000,000 shares. The amendment was filed with the Virginia State Corporation Commission on May 21, 2026 and became effective following issuance of the Certificate of Amendment on May 22, 2026.

How did Dynex Capital (DX) shareholders vote on the proposal to increase authorized common shares?

For the proposal to increase authorized common stock from 360,000,000 to 720,000,000 shares, Dynex Capital shareholders cast 123,760,469 votes for, 14,097,355 against, and 2,795,837 abstentions. These results show clear approval for expanding the company’s capacity to issue additional common shares in the future.

Did Dynex Capital (DX) shareholders approve executive compensation at the 2026 meeting?

Yes, shareholders approved, on an advisory and non-binding basis, the compensation of Dynex Capital’s named executive officers. Proposal 2 received 72,897,804 votes for, 3,839,581 against, and 2,079,571 abstentions, with 61,836,704 broker non-votes, indicating broad but not unanimous support for the disclosed pay programs.

Which auditor was ratified for Dynex Capital’s (DX) 2026 fiscal year?

Shareholders ratified Ernst & Young LLP as Dynex Capital’s independent certified public accountants for the 2026 fiscal year. The ratification vote recorded 137,254,062 votes for, 1,538,972 against, and 1,860,626 abstentions, reflecting strong overall support for continuing with Ernst & Young as external auditor.

What is the new Indemnification Agreement approved by the Dynex Capital (DX) Board?

The Board approved a form of Indemnification Agreement covering each director and executive officer. It provides indemnification and advancement of expenses to the fullest extent permitted under Virginia law and for continued coverage under the company’s directors’ and officers’ insurance policies, enhancing protection for these individuals.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

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