---
schema_version: "secwatch.filing_event.v1"
accession: "0000826675-23-000063"
form_type: "8-K"
ticker: "DX"
cik: "0000826675"
company_name: "DYNEX CAPITAL INC"
filed_at: "2023-05-22T23:59:59+00:00"
generated_at: "2026-06-14T18:56:44.177177+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Dynex Capital shareholders elect six directors, approve say-on-pay and increase in authorized common shares

## Summary
- All six director nominees elected with over 20 million votes for each; broker non-votes ~18.4 million.
- Say-on-pay approved: 18.8M for, 1.7M against; company will hold annual advisory votes.
- Ratification of BDO USA as auditor passed: 38.3M for, 0.7M against.
- Amendment to increase authorized common stock approved: 33.7M for, 4.7M against.
- Meeting held May 18, 2023; all five proposals passed as recommended by board.

## SEC filing metadata
- accession: 0000826675-23-000063
- form_type: 8-K
- ticker: DX
- cik: 0000826675
- company_name: DYNEX CAPITAL INC
- filed_at: 2023-05-22T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/dx-20230518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000826675-23-000063
- JSON: https://secwatch.observer/filing/0000826675-23-000063.json
- Plain text: https://secwatch.observer/filing/0000826675-23-000063.txt

## Key facts
- Shareholder Votes
  DYNEX CAPITAL INC shareholders approved Advisory vote on executive compensation at the 2023-05-18 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm
- Shareholder Votes
  DYNEX CAPITAL INC shareholders approved Advisory vote on frequency of say-on-pay at the 2023-05-18 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 3 - Shareholders approved, in an advisory and non-binding vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm
- Shareholder Votes
  DYNEX CAPITAL INC shareholders approved Ratify BDO USA, LLP as auditors at the 2023-05-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 4 – 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 2023 fiscal year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm
- Shareholder Votes
  DYNEX CAPITAL INC shareholders approved Elect six directors at the 2023-05-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm
- Shareholder Votes
  DYNEX CAPITAL INC shareholders approved Amend Articles of Incorporation to increase authorized common shares at the 2023-05-18 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 5 – Shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized.
  evidence_url: https://www.sec.gov/Archives/edgar/data/826675/000082667523000063/0000826675-23-000063-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.