DYNEX CAPITAL, INC. (NYSE:DX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On January1, 2019, the Board of Directors of Dynex Capital, Inc. (the “Company”) increased the size of the Board of Directors from five directors to six directors and elected Mr. David H. Stevens as director of the Company, effective January1, 2019. See Item 5.03 below for information about a related amendment to the Company’s Amended and Restated Bylaws.
Mr. Stevens will be entitled to the standard compensation provided to non-employee directors as such compensation is described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 29, 2018. Mr. Stevens has been appointed to the Company’s Investment Committee.
There are no arrangements or understandings between Mr. Stevens and any other person to which he was elected as a director, nor is Mr. Stevens a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective January1, 2019, and in connection with the election of Mr. Stevens to the Company’s Board of Directors, the Company’s Amended and Restated Bylaws were amended to increase the size of the Company’s Board of Directors from five members to six members, in each case subject to automatic increase as otherwise provided in the Company’s Articles of Incorporation. The text of this amendment to the Company’s Amended and Restated Bylaws is attached hereto as Exhibit 3.2.1.
Item 7.01Regulation FD Disclosure.
On January 3, 2019, the Company issued a press release announcing the election of Mr. Stevens to the Company’s Board of Directors. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference into this Item 7.01.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
DYNEX CAPITAL INC Exhibit
EX-3.2.1 2 exhibit321amendedbylaws.htm EXHIBIT 3.2.1 Exhibit Exhibit 3.2.1Amendment to Dynex Capital,…
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About DYNEX CAPITAL, INC. (NYSE:DX)
Dynex Capital, Inc. is an internally managed mortgage real estate investment trust, which invests in residential and commercial mortgage securities on a leveraged basis. The Company’s objective is to provide attractive risk-adjusted returns to its shareholders over the long term that is reflective of a leveraged fixed income portfolio with a focus on capital preservation. It seeks to provide returns to its shareholders through regular quarterly dividends and through capital appreciation. It invests in Agency and non-Agency mortgage-backed securities (MBS). MBS consists of residential MBS (RMBS), commercial MBS (CMBS) and CMBS interest-only securities. Agency MBS have a guaranty of principal payment by an agency of the United States Government or a government-sponsored entity (GSE), such as Fannie Mae and Freddie Mac. Its primary source of income is net interest income, which is the excess of the interest income earned on its investments over the cost of financing these investments.
