DYNEX CAPITAL, INC. (NYSE:DX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Effective May 12, 2017, Issued Holdings Capital Corporation
(IHCC), a direct, wholly-owned subsidiary of Dynex Capital, Inc.
(the Company), and the Company, as guarantor, entered into an
Amendment No. 4 (the Amendment) to IHCCs Master Repurchase and
Securities Contract (as amended, the Repurchase Agreement) with
Wells Fargo Bank, N. A. (Wells Fargo).
(IHCC), a direct, wholly-owned subsidiary of Dynex Capital, Inc.
(the Company), and the Company, as guarantor, entered into an
Amendment No. 4 (the Amendment) to IHCCs Master Repurchase and
Securities Contract (as amended, the Repurchase Agreement) with
Wells Fargo Bank, N. A. (Wells Fargo).
The Amendment extends the maturity date of the Repurchase
Agreement to May 12, 2019, subject to early termination
provisions contained in the Repurchase Agreement. In connection
with the Amendment, the aggregate maximum borrowing capacity
under the Repurchase Agreement was increased to $400 million. No
changes were made to the guarantee agreement (the Guarantee
Agreement) under which the Company fully guarantees all of IHCCs
payment and performance obligations under the Repurchase
Agreement.
Agreement to May 12, 2019, subject to early termination
provisions contained in the Repurchase Agreement. In connection
with the Amendment, the aggregate maximum borrowing capacity
under the Repurchase Agreement was increased to $400 million. No
changes were made to the guarantee agreement (the Guarantee
Agreement) under which the Company fully guarantees all of IHCCs
payment and performance obligations under the Repurchase
Agreement.
See the Companys Current Reports on Form 8-K filed with the
Securities and Exchange Commission on August 8, 2012, on October
7, 2013, on February 11, 2015, and on May 3, 2016 for additional
disclosure regarding the terms of the Repurchase Agreement, as
previously amended, and the Guarantee Agreement. The Repurchase
Agreement, as amended, and the Guarantee Agreement contain
representations, warranties, covenants, events of default and
indemnities that are customary for agreements of this type. The
Guarantee Agreement also contains financial covenants that
require the Company to meet at all times minimum consolidated net
worth, minimum liquidity, and maximum indebtedness to
consolidated net worth requirements.
Securities and Exchange Commission on August 8, 2012, on October
7, 2013, on February 11, 2015, and on May 3, 2016 for additional
disclosure regarding the terms of the Repurchase Agreement, as
previously amended, and the Guarantee Agreement. The Repurchase
Agreement, as amended, and the Guarantee Agreement contain
representations, warranties, covenants, events of default and
indemnities that are customary for agreements of this type. The
Guarantee Agreement also contains financial covenants that
require the Company to meet at all times minimum consolidated net
worth, minimum liquidity, and maximum indebtedness to
consolidated net worth requirements.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which
has been filed with this Current Report on Form 8-K as Exhibit
10.23.4.
entirety by reference to the full text of the Amendment, which
has been filed with this Current Report on Form 8-K as Exhibit
10.23.4.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
See Item 1.01 above, the content of which is incorporated herein
by reference.
by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
Effective May 16, 2017, and in connection with the previously
disclosed decision of Thomas B. Akin to not stand for re-election
to the Companys Board of Directors, the Companys Amended and
Restated Bylaws were amended to decrease the size of the Companys
Board of Directors from six members to five members, subject to
automatic increase as otherwise provided in the Companys Restated
Articles of Incorporation. The text of this amendment to the
Companys Amended and Restated Bylaws is filed with this Current
Report on Form 8-K as Exhibit 3.2.1.
disclosed decision of Thomas B. Akin to not stand for re-election
to the Companys Board of Directors, the Companys Amended and
Restated Bylaws were amended to decrease the size of the Companys
Board of Directors from six members to five members, subject to
automatic increase as otherwise provided in the Companys Restated
Articles of Incorporation. The text of this amendment to the
Companys Amended and Restated Bylaws is filed with this Current
Report on Form 8-K as Exhibit 3.2.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 16,
2017 (the 2017 Annual Meeting), at which four proposals were
submitted to the Companys shareholders. The proposals are
described in detail in the Companys proxy statement for the 2017
Annual Meeting filed with the Securities and Exchange Commission
on March 31, 2017 (the 2017 Proxy Statement). A quorum of the
Companys common shares was present for the 2017 Annual Meeting,
and the final results for the votes regarding the proposals are
set forth below.
2017 (the 2017 Annual Meeting), at which four proposals were
submitted to the Companys shareholders. The proposals are
described in detail in the Companys proxy statement for the 2017
Annual Meeting filed with the Securities and Exchange Commission
on March 31, 2017 (the 2017 Proxy Statement). A quorum of the
Companys common shares was present for the 2017 Annual Meeting,
and the final results for the votes regarding the proposals are
set forth below.
Proposal 1>- Shareholders elected five 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:
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
|
For
|
Withheld
|
Broker Non-Votes
|
|
Byron L. Boston
|
19,948,265
|
326,577
|
21,047,860
|
|
Michael R. Hughes
|
17,903,097
|
2,371,745
|
21,047,860
|
|
Barry A. Igdaloff
|
19,440,219
|
834,623
|
21,047,860
|
|
Valerie A. Mosley
|
19,594,558
|
680,284
|
21,047,860
|
|
Robert A. Salcetti
|
19,938,229
|
336,613
|
21,047,860
|
Proposal 2 – Shareholders approved, in an advisory and
non-binding vote, the compensation of the Companys named
executive officers as disclosed in the 2017 Proxy Statement. The
votes regarding Proposal 2 were as follows:
non-binding vote, the compensation of the Companys named
executive officers as disclosed in the 2017 Proxy Statement. The
votes regarding Proposal 2 were as follows:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
19,152,426
|
869,830
|
252,586
|
21,047,860
|
Proposal 3 – Shareholders selected, in an advisory and
non-binding vote, the option of one year as the frequency of
future advisory votes on the compensation of the Companys named
executive officers. The votes regarding Proposal 3 were as
follows:
non-binding vote, the option of one year as the frequency of
future advisory votes on the compensation of the Companys named
executive officers. The votes regarding Proposal 3 were as
follows:
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
|
16,612,994
|
180,021
|
3,247,775
|
234,052
|
21,047,860
|
In light of the shareholder vote on Proposal 3, and consistent
with the recommendation of the Companys Board of Directors with
respect to Proposal 3, the Company will include an advisory and
non-binding shareholder vote on the compensation of the Companys
named executive officers in its proxy materials once every year
until the next required vote on the frequency of shareholder
votes on the compensation of the Companys named executive
officers or the Board of Directors otherwise determines that a
different frequency for such advisory votes is in the best
interests of the shareholders of the Company.
with the recommendation of the Companys Board of Directors with
respect to Proposal 3, the Company will include an advisory and
non-binding shareholder vote on the compensation of the Companys
named executive officers in its proxy materials once every year
until the next required vote on the frequency of shareholder
votes on the compensation of the Companys named executive
officers or the Board of Directors otherwise determines that a
different frequency for such advisory votes is in the best
interests of the shareholders of the Company.
Proposal 4>- Shareholders approved a proposal to ratify the
Companys selection of BDO USA, LLP, independent certified public
accountants, as auditors for the Company for the 2017 fiscal
year. The votes regarding Proposal 4 were as follows:
Companys selection of BDO USA, LLP, independent certified public
accountants, as auditors for the Company for the 2017 fiscal
year. The votes regarding Proposal 4 were as follows:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|
40,270,505
|
526,700
|
525,497
|
Item 8.01 Other Events.
Following the 2017 Annual Meeting, effective May 16, 2017, the
Board of Directors appointed independent director Michael R.
Hughes as Chairperson of the Companys Board of Directors, a role
previously held by Mr. Akin.
Board of Directors appointed independent director Michael R.
Hughes as Chairperson of the Companys Board of Directors, a role
previously held by Mr. Akin.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
3.2.1
|
Amendment to Amended and Restated Bylaws of the
Company, effective as of May 16, 2017 |
|
|
10.23.4
|
Amendment No. 4 to Master Repurchase and Securities
Contract dated as of May 12, 2017 between Issued Holdings Capital Corporation, Dynex Capital, Inc. (as guarantor) and Wells Fargo Bank, N.A. |
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. DYNEX CAPITAL, INC. (NYSE:DX) Recent Trading Information
DYNEX CAPITAL, INC. (NYSE:DX) closed its last trading session down -0.02 at 6.74 with 174,668 shares trading hands.
