Shareholders approve doubling authorized common shares to 360M and new 2025 stock plan at annual meeting

DYNEX CAPITAL INC

Shareholders approved amendment to Articles of Incorporation to increase authorized common shares from 180M to 360M; effective May 21, 2025.
Shareholders approved Dynex Capital 2025 Stock and Incentive Plan, authorizing up to 12M shares for awards; replaces 2020 plan.
All seven director nominees elected; advisory vote on executive compensation approved; Ernst & Young ratified as auditor for FY2025.
Charter amendment filed with Virginia SCC on May 20, 2025; certificate of amendment issued May 21, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DYNEX CAPITAL INC: Amended Article III of Articles of Incorporation to increase authorized common shares from 180,000,000 to 360,000,000 (effective 2025-05-21).

Change: charter amendment
Effective: 2025-05-21

Exact text from the filing

the full text of the Second 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 2025 Annual Meeting, five proposals were submitted to the Company’s shareholders, including the proposals to approve the 2025 Plan and Charter Amendment. The proposals are described in detail in the 2025 Proxy Statement. A quorum of the Company’s common shares was present for the 2025 Annual Meeting, and the final results for the votes regarding the proposals are set forth below. Proposal 1 - Shareholders elected seven 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 For Against Abstentions Broker Non-Votes Byron L. Boston 38,149,516 8

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Source: SEC EDGAR

accession 0000826675-25-000068

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