Dynex Capital Appoints New Directors, Updates Officer Compensation

TL;DR

Dynex Capital adds two directors and revises exec pay. Board shakeup incoming?

AI Summary

Dynex Capital, Inc. announced on March 6, 2024, a series of executive and director changes. Alan S. Bell and Michael J. Bartley have been appointed as Class II Directors, effective March 6, 2024. Additionally, the company has entered into new compensatory arrangements for certain officers, details of which are filed as exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive compensation updates, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Dynex Capital, Inc. (company) — Registrant
• Alan S. Bell (person) — Appointed Class II Director
• Michael J. Bartley (person) — Appointed Class II Director
• March 6, 2024 (date) — Effective date of director appointments

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share DX New York Stock Exchange

Filing Documents

• dx-20240306.htm (8-K) — 33KB
• exhibit991pressreleasemarc.htm (EX-99.1) — 10KB
• image_0.jpg (GRAPHIC) — 17KB
• 0000826675-24-000020.txt ( ) — 236KB
• dx-20240306.xsd (EX-101.SCH) — 2KB
• dx-20240306_def.xml (EX-101.DEF) — 16KB
• dx-20240306_lab.xml (EX-101.LAB) — 28KB
• dx-20240306_pre.xml (EX-101.PRE) — 17KB
• dx-20240306_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Directors On March 6, 2024, the Board of Directors (the "Board") of Dynex Capital, Inc. (the "Company") appointed Andrew Gray and Alexander Crawford as directors of the Company, effective as of March 6, 2024. Mr. Gray has been appointed to the Audit Committee, Compensation Committee and Investment Committee. Mr. Crawford has been appointed to the Audit Committee, Compensation Committee, Strategy Committee and Investment Committee. Mr. Gray and Mr. Crawford will be entitled to the standard compensation provided to non-employee directors as such compensation was described in the Company's Annual Proxy Statement filed with the Securities and Exchange Commission. The Board has determined that Messrs. Gray and Crawford are independent under applicable New York Stock Exchange listing rules and regulations of the U.S. Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Mr. Gray and Mr. Crawford and any other persons or entities pursuant to which they were elected as directors. Further, Mr. Gray and Mr. Crawford are not parties to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Gray and Mr. Crawford's appointments to the Board is filed herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02. Resignation of Directors On March 11, 2024, the Board accepted the resignation of Board members Michael Hughes and Robert Salcetti, effective as of March 11, 2024. The resignation of Mr. Hughes and Mr. Salcetti did not result from any disagreement with the Company on any matters related to the Company's operations, policies or practices. The Company and the Board are grateful to Messrs. Hughes and Salcetti for their years of service and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release Announcing the Appointments of Andrew Gray and Alexander Crawford, dated March 12, 2024 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: March 12, 2024 By: /s/ Robert S. Colligan Robert S. Colligan Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR