| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 47 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
| | | | | | | | | | | | | | |
| Byron L. Boston | Smriti L. Popenoe | Robert S. Colligan | Stephen J. Benedetti |
Dividends paid on unvested restricted stock | $91,190 | $38,403 | $— | $33,506 |
Dividends paid on vested restricted share units | 13,048 | 8,753 | — | 6,524 |
Matching contributions to the Company’s 401(k) Savings Plan | 18,300 | 18,300 | — | 18,300 |
| | | | |
| | | | |
HSA Company contributions | 2,208 | — | 333 | — |
Long-term disability insurance premiums | 875 | 875 | — | 810 |
Executive health program | — | 6,961 | — | — |
Separation-related compensation (a) | — | — | — | 4,164,016 |
Total other compensation | $125,621 | $73,292 | $333 | $4,223,156 |
(a) Separation-related compensation represents the value of the amounts paid to Mr. Benedetti related to his separation from the Company in August 2022.
(4)Mr. Colligan became the Company's Executive Vice President, Chief Financial Officer and Secretary in August 2022.
All compensation that we have paid to Messrs. Boston, Colligan and Benedetti and Ms. Popenoe has been determined as described above in our “Compensation Discussion and Analysis” section.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards for 2022 |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) |
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) |
Byron L. Boston | | — | 1,600,000 | 3,200,000 | | — | — | — | — | — |
| 2/23/2022 | — | — | | — | | | 16,838 | | 66,033 | | 132,066 | | — | | 979,105 | |
| 2/23/2022 | — | — | | — | | | — | | — | | — | | 33,016 | | 501,513 | |
Smriti L. Popenoe | | — | 1,225,000 | 2,450,000 | | — | — | — | — | — |
| 2/23/2022 | — | — | | — | | | 12,890 | | 50,556 | | 101,112 | | — | | 749,619 | |
| 2/23/2022 | — | — | | — | | | — | | — | | — | | 25,278 | | 383,973 | |
Robert S. Colligan | | — | 750,000 | 1,500,000 | | — | — | — | — | — |
Stephen J. Benedetti | | — | 750,000 | 1,500,000 | | — | — | — | — | — |
| 2/23/2022 | — | — | | — | | | 7,892 | | 30,953 | | 61,906 | | — | | 458,956 | |
| 2/23/2022 | — | — | | — | | | — | | — | | — | | 15,473 | | 235,035 | |
(1)Reflects the target and maximum amounts that the executive officers could earn for 2022 performance under the Cash Incentive Plan (which will be prorated for Mr. Colligan based on his date of hire in 2022). There is no threshold amount under the Cash Incentive Plan. The actual amounts earned by Messrs. Boston and Colligan and Ms. Popenoe for 2022 performance under the Cash Incentive Plan, which were paid in cash, are reported as “Non-Equity Incentive Plan Compensation” for 2022 in the Summary Compensation Table on page 47. Mr. Benedetti separated from the Company in August 2022 and received separation benefits in lieu of the award for 2022 performance under the Cash Incentive Plan. (2)Reflects PSU awards granted to the executive officers during 2022 under the Company’s 2020 Plan and Long-Term EIP, pursuant to which the executives could earn from 0 - 200% in the target number of PSUs, based on the achievement over a three-year performance period ending December 31, 2024 of TSR and TER goals for the Company as compared to a peer group and of TSR and TER goals for the Company on an absolute basis. Any PSUs
| | | | | | | | | | | | | | |
48 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
earned based on the achievement with respect to such goals will vest on December 31, 2024 and be paid in shares of the Company’s common stock by February 28, 2025.
(3)Reflects RSU awards granted to the executive officers during 2022 under the Company’s 2020 Plan and Long-Term EIP.
(4)The amounts in this column reflect the grant date fair value of awards of RSUs and PSUs granted to the executive officers, calculated in accordance with ASC Topic 718. The amounts shown for the PSUs are based on the probable outcome of such awards on the date of grant, which was achievement at target level.
HOLDINGS OF STOCK-BASED AWARDS
The table below presents information regarding restricted stock, RSUs and PSUs held by each of our NEOs as of December 31, 2022. None of our NEOs held any options or stock appreciation rights as of December 31, 2022.
| | | | | | | | | | | | | | | | | |
Outstanding Equity Awards at 2022 Fiscal Year End |
| Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) |
Name | (#) | ($) | (#) | ($) |
Byron L. Boston | 2/28/20 | 11,706(1) | 148,900 | | — | | — | |
| 5/14/20 | 24,062(2) | 306,069 | | — | | — | |
| 5/26/21 | 16,981(3) | 215,998 | | — | | — | |
| 5/26/21 | — | | — | | 50,945(6) | 648,020 | |
| 2/23/22 | 33,016(4) | 419,964 | | — | | — | |
| 2/23/22 | — | | — | | 66,362(7) | 844,125 | |
Smriti L. Popenoe | 2/28/20 | 3,638(1) | 46,275 | | — | | — | |
| 5/14/20 | 12,031(2) | 153,034 | | — | | — | |
| 5/26/21 | 11,391(3) | 144,894 | | — | | — | |
| 5/26/21 | — | | — | | 34,174(6) | 434,693 | |
| 2/23/22 | 25,278(4) | 321,536 | | — | | — | |
| 2/23/22 | — | | — | | 50,808(7) | 646,278 | |
Robert S. Colligan(8) | — | | — | | — | | — | | — | |
Stephen J. Benedetti(9) | — | | — | | — | | — | | — | |
(1)This restricted stock award vested on February 28, 2023.
(2)This restricted stock award vests on May 14, 2023.
(3)This RSU award vests in equal annual installments on February 28, 2023 and February 28, 2024.
(4)These restricted stock and RSU awards vest in equal annual installments on February 23, 2023, February 23, 2024, and February 23, 2025.
(5)The amounts in this column represent the aggregate fair market value of the restricted stock, RSUs and PSUs, as applicable, as of December 31, 2022, based on the closing price of the Company’s common stock ($12.72) on December 30, 2022, which was the last business day of the year.
(6)This PSU award was unearned and not vested as of December 31, 2022. This PSU award vests on December 31, 2023 to the extent earned based on performance achievement over a three-year performance period ending December 31, 2023. The amount reported is based on achieving the target level of performance.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 49 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
(7)This PSU award was unearned and not vested as of December 31, 2022. This PSU award vests on December 31, 2024 to the extent earned based on performance achievement over a three-year performance period ending December 31, 2024. The amount reported is based on achieving the target level of performance.
(8)Mr. Colligan joined the Company in 2022 and did not receive any grants in 2022.
(9)Mr. Benedetti did not have any outstanding awards as of December 31, 2022 as he separated from the Company in August 2022.
OPTION EXERCISES AND STOCK VESTED
The table below presents information regarding restricted stock held by our executive officers that vested during 2022.
| | | | | | | | | | | | | | |
Option Exercises and Stock Vested for 2022(1) |
| Stock Awards |
Name | Vesting Date | Vesting Date Stock Price per Share(2) ($) | Number of Shares Acquired On Vesting(3) (#) | Value Realized on Vesting(2) ($) |
Byron L. Boston | 2/28/22 | 15.37 | | 20,101 | 308,952 |
| 5/14/22 | 16.12 | | 24,062 | 387,879 |
| 5/26/22 | 16.35 | | 8,364 | 136,751 |
Total | |
| 52,527 | 833,582 |
Smriti L. Popenoe | 2/28/22 | 15.37 | | 6,244 | 95,970 |
| 5/14/22 | 16.12 | | 12,031 | 193,940 |
| 5/26/22 | 16.35 | | 5,611 | 91,740 |
Total | |
| 23,886 | 381,650 |
Robert S. Colligan (4) | | | — | — |
Total | | | — | — |
Stephen J. Benedetti | 2/28/22 | 15.37 | | 6,244 | 95,970 |
| 5/14/22 | 16.12 | | 12,031 | 193,940 |
| 5/26/22 | 16.35 | | 4,182 | 68,376 |
| 9/30/22 (5) | 11.65 | | 118,132 | 1,376,238 |
Total | |
| 140,589 | 1,734,524 |
(1)None of the executive officers exercised any stock options or SARs during 2022.
(2)Value realized is the number of shares multiplied by the closing stock price of the Company’s common stock on the date of vesting. For purposes of this table, where a vesting date was a non-business day, the Company’s common stock closing stock price on the business day prior to the vesting date was used.
(3)Represents the total number of restricted shares that vested during 2022, without taking into account any shares that were withheld for applicable tax obligations.
(4)Mr. Colligan joined the Company in 2022 and did not have any awards granted or vested in 2022.
(5)Represents the acceleration of the vesting of Mr. Benedetti's restricted stock, RSUs and PSUs in accordance with his employment agreement and separation agreement.
| | | | | | | | | | | | | | |
50 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
NON-QUALIFIED DEFERRED COMPENSATION FOR 2022
The Company does not have a non-qualified deferred compensation plan.
OTHER COMPENSATION
We do not offer any pension benefit plans or deferred compensation plans to our executive officers or other employees, other than what is discussed under the Retirement Plans section of “Compensation Discussion and Analysis” above.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table shows the estimated payments to or benefits to be received by each of the NEOs other than Mr. Benedetti) upon the following termination events or upon a change in control of the Company, in each case assuming that the termination event or the change in control occurred on December 31, 2022, and assuming a stock price of $12.72, which was the closing stock price of the Company’s common stock on December 30, 2022, which was the last business
day of the year. The amounts reflected in the following table are estimates, as the actual amounts to be paid to or received by a NEO can only be determined at the time of termination or change in control.
The following table reports only amounts that are increased, accelerated or otherwise paid or payable as a result of the applicable termination or change in control event and, as a result, excludes amounts accrued through December 31, 2022, such as accrued but unpaid salary and bonus amounts for completed performance periods, already vested equity awards and vested account balances under the 401(k) Savings Plan. The table also excludes any amounts that are available generally to all salaried employees and in a manner that does not discriminate in favor of our
executive officers. All references to employment agreements in the following table and footnotes are to the employment agreements in place as of December 31, 2022.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 51 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
| | | | | | | | | | | | | | | | | | | | |
| Death(2) | Termination Due to Disability | Termination Without Cause or for Good Reason Not in Connection with Change in Control(3) | Termination Without Cause or for Good Reason Following a Change in Control(4)(5) | Termination For Cause or Without Good Reason | Change in Control with no Related Termination |
Payments and Benefits(1) | ($) | ($) | ($) | ($) | ($) | ($) |
Byron L. Boston |
Severance(6) | 2,790,225 | — | 5,580,451 | 8,342,774 | — | — |
Restricted Stock - Accelerated Vesting(7) | 2,583,076 | 2,583,076 | 2,583,076 | 2,583,076 | — | 1,090,931 |
Health & Welfare Benefits(6)(8) | — | — | 39,900 | 59,850 | — | — |
Total | 5,373,301 | 2,583,076 | 8,203,427 | 10,985,700 | — | 1,090,931 |
Smriti L. Popenoe |
Severance(6) | 1,828,304 | — | 2,742,456 | 5,466,628 | — | — |
Restricted Stock - Accelerated Vesting(7) | 1,746,710 | 1,746,710 | 1,746,710 | 1,746,710 | — | 665,739 |
Health & Welfare Benefits(6)(8) | — | — | 44,791 | 89,582 | — | — |
Total | 3,575,014 | 1,746,710 | 4,533,957 | 7,302,920 | — | 665,739 |
Robert S. Colligan (8) |
Severance(6)(9) | — | — | — | 1,495,000 | — | — |
Restricted Stock - Accelerated Vesting | — | — | — | — | — | — |
Health & Welfare Benefits(6)(8) | — | — | — | 65,005 | — | — |
Total | — | — | — | 1,560,005 | — | — |
|
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
(1)In connection with his separation from the Company in August 2022, Mr. Benedetti received the following separation benefits in accordance with his employment agreement and separation agreement described above under “Employment Agreements”: (i) a lump sum payment in the amount of $2,682,018 (which includes a pro rata annual incentive award), and (ii) the cash value of premiums for continuation of certain insurance benefits for eighteen months. Mr. Benedetti was also entitled to the full vesting, subject to the achievement of applicable performance goals in the case of unvested PSU awards, of all unvested equity awards that were outstanding as of his separation date, with a value equal to $1,481,998 (based on the closing price of the Company’s common stock on September 30, 2022), which includes $105,760 of accrued dividends on the equity awards.
(2)Under their employment agreements, if Mr. Boston’s or Ms. Popenoe’s employment terminates due to death, his or her estate will be entitled to receive a lump sum payment of an amount equal to the sum of (i) his or her annual base salary at the time of his or her death and (ii) the average of his or her annual incentive award paid for the prior three years.
(3)Under his employment agreement, if Mr. Boston resigns for good reason or his employment is terminated without cause not in connection with a change in control, he will be entitled to receive a lump sum severance payment equal to two times the sum of (i) his annual base salary at the time of termination and (ii) the average of his annual incentive award paid for the prior three years. Under her employment agreement, if Ms. Popenoe resigns for good reason or her employment is terminated without cause not in connection with a change in control, she will be entitled to receive a lump sum severance payment equal to 1.5 times the sum of (i) her annual base salary at the time of termination and (ii) the average of her annual incentive award paid for the prior three years.
(4)Under their employment agreements, if Mr. Boston, Ms. Popenoe, or Mr. Colligan resigns for good reason or his or her employment is terminated without cause on or within two years after a change in control, he or she will be entitled to receive a lump sum severance payment equal to 2.99 times the sum of (i) his or her annual base salary at the time of termination and (ii) the average of his or her annual incentive award paid for the prior three years.
(5)Messrs. Boston’s and Colligan's and Ms. Popenoe’s employment agreements provide for change in control benefits on a “best net” approach, under which the executive’s change in control benefits will be reduced to avoid the golden
| | | | | | | | | | | | | | |
52 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
parachute excise tax under Section 280G of the Internal Revenue Code only if such a reduction would cause him or her to receive more after-tax compensation than without a reduction. The amounts shown in this column do not reflect any reductions that might be made pursuant to these provisions.
(6)Messrs. Boston and Colligan and Ms. Popenoe must sign and not revoke a general release (other than in the event of death) in order to be entitled to receive these amounts.
(7)Restricted shares granted to the executive officers in 2020 become fully vested upon (a) a change of control or (b) termination of the executive officer’s employment due to disability or death and (c) the Compensation Committee has authority to waive forfeiture in the event of termination of the executive officer’s employment for good reason (as defined in their employment agreements) or termination of the executive officer’s employment without cause (as defined in their employment agreements). RSUs granted to the executive officers become fully vested upon (a) termination of the executive officer’s employment due to disability or death or retirement at or after age sixty-five where there is no cause for termination or (b) termination of the executive officer’s employment for good reason (as defined in their employment agreements) or termination of the executive officer’s employment without cause (as defined in their employment agreements), in each case whether before or after a change in control. PSUs granted to the executive officers become vested based on actual performance through the date of termination or change in control, as applicable, upon (a) termination of the executive officer’s employment due to disability or death or retirement at or after age sixty-five where there is no cause for termination or (b) termination of the executive officer’s employment for good reason (as defined in their employment agreements) or termination of the executive officer’s employment without cause (as defined in their employment agreements) outside of a change in control scenario or during the 6 months prior to a change in control or 18 months following a change in control. The PSU vesting shown in this table matches the presentation in the Outstanding Equity Awards at 2021 Fiscal Year End table. The RSUs and PSUs require the executive officer to sign and not revoke a general release (other than in the event of death or in the event of a change in control in the case of the PSUs) in order to be entitled to accelerated vesting of the awards. None of the NEOs were eligible for retirement under these provisions as of December 31, 2022.
(8)Under his employment agreement, if Mr. Boston resigns for good reason or his employment is terminated without cause, he will be entitled to receive continued medical, dental, life and disability insurance coverage for 24 months in the case of termination not in connection with a change in control and for 36 months in the case of termination on or within two years after a change in control. Under her employment agreement, if Ms. Popenoe resigns for good reason or her employment is terminated without cause, she will be entitled to receive continued medical, dental, life and disability insurance coverage for 18 months in the case of termination not in connection with a change in control and for 36 months in the case of termination on or within two years after a change in control. Under his employment agreement, subject to the exception in Note 8 below, if Mr. Colligan resigns for good reason or his employment is terminated without cause, he will be entitled to receive an amount equal to the monthly cost of continued medical, dental, life and disability insurance coverage for 18 months in the case of termination not in connection with a change in control and for 36 months in the case of termination on or within two years after a change in control. The amounts shown in this row represent the net present value of the estimated benefits costs in each case.
(9)Under Mr. Colligan's employment agreement, if Mr. Colligan resigns for good reason or his employment is terminated without cause not in connection with a change in control prior to six months after the effective date of his employment agreement (which date is January 18, 2023), Mr. Colligan is not entitled to any severance payments, including payments related to health and welfare benefits. Consequently, as of December 31, 2022, Mr.Colligan was not eligible for severance payments, including payments related to health and welfare benefits related to resignation for good reason or termination without cause not in connection with a change in control.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 53 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
PAY VERSUS PERFORMANCE
The following table provides information about the relationship between compensation actually paid (as determined under SEC rules) to our principal executive officer (“PEO”) and the average our non-PEO NEOs and certain financial performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”
Pay Versus Performance Table
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Year | Summary Comp- ensation Table Total for PEO (1) | Compen- sation Actually Paid to PEO | Average Summary Compen- sation Table Total for non-PEO NEOs(1) | Average Compen- sation Actually Paid to non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based on: | Net Income ($ in thousands) | |
Total Shareholder Return(2) | Peer Group Total Shareholder Return(2) (3) | Total Economic Return Percentage(4) |
2022 | $ | 4,230,683 | | $3,702,486 | | $3,084,333 | | $2,907,635 | | $101.29 | | $69.26 | | $143,161 | | (9.4) | % |
2021 | 4,476,138 | | 4,089,845 | | 2,665,564 | | 2,504,410 | | 119.67 | | 94.04 | | 102,261 | | 2.5 | % |
2020 | 3,875,179 | | 4,813,278 | | 1,976,652 | | 2,327,810 | | 117.01 | | 81.38 | | 177,529 | | 15.2 | % |
(1)For 2022, 2021 and 2020, Mr. Boston served as our Chief Executive Officer or PEO. During 2022, our non-PEO NEOs were Messrs. Benedetti and Colligan and Ms. Popenoe. For 2021 and 2020, our non-PEO NEOs were Mr. Benedetti and Ms. Popenoe.
(2)Total Shareholder Return for the Company and the Peer Group assume $100 invested at December 31, 2019.
(3)The Peer Group Total Shareholder Return is calculated based on the FTSE NAREIT Mortgage REIT Index.
(4)Total economic return (TER) percentage is the sum of dividends declared per common share during the year plus the change in book value per common share for the year divided by the beginning book value per common share. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance, the Company has determined that TER is the financial measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. TER is a performance measure for our executives' PSU awards.
| | | | | | | | | | | | | | |
54 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
Compensation actually paid represents the Summary Compensation Table Total adjusted for the following items:
| | | | | | | | | | | |
| Year 2022 |
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | | Average for non-PEO NEOs |
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $ | (1,480,618) | | | $ | (609,194) | |
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,398,422 | | | 337,235 | |
Increase for fair value at vesting date of awards that were granted and vested during the year | — | | | 261,096 | |
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (401,858) | | | (78,797) | |
Decrease for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | (44,143) | | | (87,038) | |
Total adjustments | $ | (528,197) | | | $ | (176,698) | |
| | | | | | | | | | | |
| Year 2021 |
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | | Average for non-PEO NEOs |
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table as well as amounts reported under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table for the portion of the long-term incentive component of the Executive Incentive Plan earned for performance during the three-year performance period ended December 31, 2021 that was paid in shares of the Company's common stock | $ | (1,623,209) | | | $ | (887,360) | |
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,255,337 | | | 734,894 | |
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (87,125) | | | (36,999) | |
Increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | 68,704 | | | 28,311 | |
Total adjustments | $ | (386,293) | | | $ | (161,154) | |
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 55 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
| | | | | | | | | | | |
| Year 2020 |
Adjustments to Summary Compensation Table Total to Calculate Compensation Actually Paid | PEO | | Average for non-PEO NEOs |
Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $ | (890,775) | | | $ | (445,388) | |
Increase for fair value at year-end of awards granted during year that remain outstanding and unvested as of year-end | 1,793,016 | | | 785,420 | |
Decrease for change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (6,117) | | | (1,927) | |
Increase for change in fair value from prior year-end to vesting date of awards granted in prior years that vested during year | 41,975 | | | 13,053 | |
Total adjustments | $ | 938,099 | | | $ | 351,158 | |
Analysis of the Information Presented in the Pay versus Performance Table
The following graph illustrates the relationship between compensation actually paid to our NEOs and our TSR as well as TSR for the FTSE Mortgage REIT Index on a cumulative basis assuming investment of $100 on December 31, 2019:
| | | | | | | | | | | | | | |
56 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
The following graph compares our net income to compensation actually paid to our NEOs on an annual basis:
The Company accounts for its investments purchased prior to January 1, 2021 as available-for-sale with changes in fair value recorded in "other comprehensive income (loss)." Effective January 1, 2021, the Company elected the fair value option for its investments purchased on or after that date with changes in fair value reported in "net income." As a result, net income for the years presented above in the Pay versus Performance Table and in the graph above does not include other comprehensive losses of $(93.5) million, $(73.5) million, and $(188.1) million, respectively.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 57 |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
The following graph illustrates the relationship between compensation actually paid to our NEOs and our total economic return:
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise to our shareholders. The most important financial measures used by the Company to link the executive compensation actually paid to the Company's NEOs to the Company's performance for the most recently completed fiscal year are as follows:
•book value per common share
•earnings available for distribution return on equity
•absolute total economic return
•relative total economic return compared to a peer group
•relative total shareholder return compared to a peer group
| | | | | | | | | | | | | | |
58 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
EXECUTIVE COMPENSATION (CONTINUED) |
CEO PAY RATIO
We determined that the 2022 annual total compensation of the median compensated employee, from all our employees who were employed as of December 31, 2022, other than our Chief Executive Officer, was $277,308; our Chief Executive Officer’s 2022 annual total compensation was $4,230,683 and the ratio of these amounts was 1 to 15.3.
As of December 31, 2022, our total population consisted of 19 employees, all located in the United States. This population consisted of all of our full-time and part-time employees.
To identify the median compensated employee, we used Medicare wages and tips for the period from January 1, 2022 to December 31, 2022 as reported to the Internal Revenue Service on Box 5 of Form W-2. We did not annualize pay for those individuals not employed for a full year in 2022 or make any cost-of-living adjustments in identifying the median compensated employee. Once we identified our median compensated employee, we calculated the median compensated employee’s and our Chief Executive Officer’s 2022 annual total compensation in accordance with the requirements of the Summary Compensation Table.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 59 |
| | |
PROPOSAL TWO
ADVISORY AND NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION |
As required by SEC rules, we are providing our shareholders the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.
As described in detail under the heading “Executive Compensation - Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain highly skilled and motivated officers who will manage the Company in a manner to promote our growth and profitability, prudently preserve our capital, and advance the interests of our shareholders. Under this program, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate goals, and the realization of shareholder value. Please read the “Compensation Discussion and Analysis” for additional details about our executive compensation program, including information about the 2022 fiscal year compensation of our named executive officers.
The Compensation Committee annually reviews the compensation programs for our named executive officers to ensure they achieve the desired goal of striking a balance between recognition of recent achievements and aligning the interests of management on a longer-term basis with that of the Company’s shareholders. We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement by voting for this proposal.
This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related disclosure.”
This say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our shareholders and we will consider our shareholders’ concerns and the outcome of this vote when making future compensation decisions regarding our executive officers.
We anticipate that the next vote on a say-on-pay proposal will occur at the 2024 Annual Meeting of Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.
| | | | | | | | | | | | | | |
60 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
PROPOSAL THREE
ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers. By voting on this Proposal Three (commonly known as a “say-on-pay frequency” proposal), shareholders may indicate whether they would prefer to have the say-on-pay vote every one, two or three years.
Our shareholders voted on a similar proposal in 2017, with the majority voting to have the say-on-pay vote every year. The Board continues to believe that holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback on our executive compensation program. Moreover, we believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices.
Although the vote is non-binding, the Board will consider the vote results in determining the frequency of future say-on-pay votes.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years, or you may abstain from voting on this proposal. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for future say-on-pay votes that has been selected by shareholders. The Board values the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of this vote when determining the frequency of future say-on-pay votes. However, because this vote is advisory and not binding on the Company or the Board in any way, the Board may decide that it is in the best interest of our shareholders and the Company to hold the say-on-pay vote more or less frequently than the option selected by our shareholders. We anticipate that the next vote on a say-on-pay frequency proposal will occur at the 2029 Annual Meeting of Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE OPTION OF “ONE YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 61 |
| | |
RELATED PERSON TRANSACTIONS |
We recognize that maintaining the independence in fact and appearance for our directors and officers is critical. Therefore, we have certain policies and procedures in place to critically evaluate each transaction that could impact the independence of directors and officers. Our Code of Conduct provides that the Company’s personnel, including directors and officers, are expected to avoid any situation in which their personal interests conflict, or have the appearance of conflicting, with those of the Company. Our Corporate Governance Guidelines also provide that the Company will generally refrain from entering into contracts with Board members and their immediate family members or providing support directly or indirectly to organizations with which a Board member may be affiliated. In the event that we deem it appropriate to enter into transactions with a Board member or a member of his or her immediate family, the terms of the transaction must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time of a comparable transaction with a non-related person. The Board will also evaluate these transactions, in accordance with our Corporate Governance Guidelines, when the independence of the director is determined.
Our Board has adopted certain written policies and procedures, included within our Code of Conduct, for the review, approval and ratification of related person transactions, which we refer to here as our Related Person Policy. Among other things, our Related Person Policy provides that, a related person transaction shall be subject to reasonable prior review and oversight by the Audit Committee. A “related person transaction” is any transaction, arrangement or relationship (or any series of transactions, arrangements or relationships) in which we were, are or will be a participant, in which the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person,” as defined in our Related Person Policy, means any person who is an executive officer, director or nominee for director of the Company since the beginning of the Company’s last fiscal year, even if the person does not presently serve in that role, any person who is the owner of more than 5% of any class of the Company’s outstanding equity securities, any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or any person (other than a tenant or employee) sharing the house-hold of the executive officer, director, nominee or more than 5% owner, and any entity which is owned or controlled by any of the foregoing persons or in which one of the
foregoing persons has a substantial ownership interest or control of such entity.
Under the Related Person Policy, proposed related person transactions must be reported to the Chairperson of the Audit Committee. The Chairperson will assess, with the assistance of counsel, if appropriate, whether the proposed transaction would be a related person transaction and, if so, unless the transaction is subject to a pre-approved exemption, the proposed related person transaction shall be submitted to the Audit Committee for consideration. The Audit Committee will then conduct a reasonable prior review and oversight of the related person transaction for potential conflicts of interest. In determining whether to approve or ratify a proposed related person transaction, the Audit Committee will consider, among other things, whether the related person transaction is in, or is not inconsistent with, the best interests of the Company and its shareholders, and, where applicable, whether the terms of such transaction are comparable to those that could be obtained in arms-length dealings with an unrelated third party. The Audit Committee will prohibit a related person transaction if it determines such transaction to be inconsistent with the interests of the Company and its shareholders. The Audit Committee notifies the related person of its determination.
No director who is a related person with respect to a transaction under review may participate in any discussion or approval, except that the director shall provide all material information concerning the transaction to the Audit Committee.
We do not have any related person transactions to report under relevant SEC rules and regulations or our Related Person Policy.
| | | | | | | | | | | | | | |
62 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
| | |
PROPOSAL FOUR
RATIFICATION OF THE SELECTION OF THE COMPANY’S AUDITORS |
The Audit Committee has selected the firm of BDO USA, LLP (“BDO”) as independent certified public accountants to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2023. BDO has audited the financial statements of the Company since 2005, including for the fiscal year ended December 31, 2022.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of BDO as the Company’s independent auditor. The Audit Committee is aware that a long-tenured auditor may be believed by some to pose an independence risk. To address these concerns, the Audit Committee:
• reviews all non-audit services and engagements provided by BDO, if any, specifically with regard to the impact on the firm’s independence;
• conducts an annual assessment of BDO’s service quality, and its working relationship with our management;
• conducts periodic private meetings separately with each of BDO and our management;
• approves the selection of BDO’s new lead engagement partner with each rotation;
• at least annually obtains and reviews a report form BDO describing all relationships between the independent auditor and the Company; and
• periodically considers whether there should be regular rotation of the independent auditor.
Based on the above, the members of the Audit Committee and the Board of Directors believe that continued retention of BDO to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders.
Although ratification is not required, the Board is submitting the selection of BDO to our shareholders for ratification because we value our shareholders’ views on the Company’s independent certified public accountants, and as a matter of good governance practice. In the event that shareholders do not ratify the selection of BDO, the Audit Committee will consider making a change in auditors for the Company for the fiscal year ending December 31, 2024.
Representatives of BDO are expected to attend the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF BDO USA, LLP, AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AS AUDITORS FOR THE 2023 FISCAL YEAR ENDING DECEMBER 31, 2023.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 63 |
PRINCIPAL ACCOUNTANT FEES
The following information is furnished with respect to fees billed for professional services rendered to the Company by BDO for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2022 and 2021, respectively, and fees billed for other services
rendered by BDO during those periods. Information related to audit fees for 2022 includes amounts billed through December 31, 2022, and additional amounts estimated to be billed for the 2022 period for audit services rendered.
| | | | | | | | |
| For Fiscal Year Ended December 31, |
| 2022 | 2021 |
Audit Fees(1) | $ | 596,547 | | $ | 618,856 | |
Audit-Related Fees | — | | — | |
Tax Fees | — | | — | |
All Other Fees | — | | — | |
Total | $ | 596,547 | $ | 618,856 |
(1)Audit Fees include: (i) the audit of the Company’s consolidated financial statements included in its Annual Report on Form 10-K and services attendant to, or required by, statute or regulation; (ii) reviews of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q and (iii) comfort letters, consents and other services related to SEC and other regulatory filings.
AUDIT COMMITTEE PRE-APPROVAL POLICY
In accordance with the Audit Committee Charter, all audit (including audit-related) and non-audit services performed by BDO, as described above, were pre-approved by the Audit Committee, which concluded that the provision of such services by the Company’s independent registered public accounting firm was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The charter authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.
AUDIT COMMITTEE REPORT
The following Audit Committee Report shall not be deemed to be soliciting material or to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (together with the Securities Act, the “Acts”), except to the extent the Company specifically incorporates this Report therein and shall not otherwise be deemed filed under such Acts.
The Audit Committee, among other responsibilities, engages the independent public accountants, reviews with the independent public accountants the plans and results of any audits, reviews other professional services provided by the independent public accountants, reviews the independence of the independent public accountants, considers the range of audit and non-audit fees and reviews the adequacy of internal accounting controls. The Audit Committee is comprised of three directors, each of whom is independent for audit committee purposes, as defined by the regulations of the SEC and the NYSE listing standards.
The Audit Committee has reviewed and discussed with management and the independent accountants the Company’s audited financial statements and the results of their examination
| | | | | | | | | | | | | | |
64 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
and evaluation of the Company’s internal controls for fiscal year 2022. The Audit Committee also discussed with management and the independent accountants the quality and adequacy of the Company’s internal controls and the internal audit functions, organization, responsibilities, budget and staffing. The Audit Committee reviewed with both the independent accountants and the internal auditors their audit plans, audit scope and identification of audit risks. In addition, the Audit Committee has discussed with the independent accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.
The Audit Committee has received from the independent accountants written disclosures and a letter regarding BDO’s communications with the Audit Committee concerning independence, as required by the applicable requirements of the PCAOB. These disclosures have been reviewed by the Audit Committee, and the Audit Committee has discussed with the independent accountants the independent accountants’ independence.
Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year 2022 for filing with the SEC.
Audit Committee
Joy D. Palmer, Chairperson
Michael R. Hughes
Robert A. Salcetti
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 65 |
| | |
PROPOSAL FIVE
AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK |
The Board has unanimously approved, subject to shareholder approval, an amendment to Article III of our Articles of Incorporation, to increase the number of authorized shares of our common stock from 90,000,000 to 180,000,000. A copy of this amendment is attached as Appendix A to this proxy statement. If this amendment is approved by our shareholders, the “Common Stock” section of Article III of our Articles of Incorporation will be amended and restated in its entirety as follows:
Common Stock
"The number of shares of Common Stock that the Corporation all have the authority to issue shall be 180,000,000 shares of Common Stock with the par value of $.01 each.
No holder of shares of any class of the Common Stock of the Corporation shall have any preemptive or preferential right to purchase or subscribe to (i) any shares of any class of the Corporation, whether now or hereafter authorized; (ii) any warrants, rights, or options to purchase any such shares; or (iii) any securities or obligations convertible into any such shares or into warrants, rights, or options to purchase any such shares.”
The remaining provisions of our Articles of Incorporation would remain unchanged.
As of our record date of March 9, 2023, we had 53,848,982 shares outstanding, which represented approximately 60% of the authorized shares of common stock under our Articles of Incorporation. On March 9, 2023, we had approximately 36.2 million unissued shares, of which approximately 11.8 million shares and 2.1 million shares were reserved for issuance upon redemption of our Series C Preferred Stock and for issuance under our equity plan, respectively. We believe the unissued and not otherwise reserved shares of approximately 22.3 million is inadequate to provide us with the flexibility necessary to respond to future needs and opportunities. The Board has determined that this amendment is in the best interest of the Company and its shareholders and recommends that the shareholders approve this amendment.
If the amendment is approved, then the number of authorized but unissued shares of common stock would be increased to 126,151,018. The Board believes that the proposed increase in the number
of authorized shares of common stock will benefit the Company by improving its flexibility in responding to future business needs and opportunities. While there is no immediate planned use for these shares, the additional authorized shares will be available for issuance from time to time to enable the Company to respond to future business opportunities requiring the issuance of shares, including issuances of common stock through the Company’s at-the-market program, stock splits or dividends, the consummation of common stock-based financings, acquisitions involving the issuance of common stock, issuances of common stock under any equity compensation plans and issuances of common stock for other general corporate purposes that the Board may deem advisable. The Board is seeking approval for the amendment at this time because opportunities requiring prompt action may arise in the future, and the Board believes the delay and expense in seeking approval for additional authorized common stock at a special meeting of shareholders could deprive the Company and its shareholders of the ability to take advantage of potential opportunities. The terms upon which any such shares of common stock may be issued would be determined by the Board.
Our shareholders have no preemptive rights to acquire additional shares of common stock, which means that current shareholders do not have a right to purchase any new issuance of shares of common stock in order to maintain their proportionate ownership interests in the Company. Since our shareholders have no preemptive rights, we could implement the amendment at any time following shareholder approval without further authorization from the shareholders of the Company, except to the extent otherwise required by law or regulation or the NYSE rules and listing standards. The additional shares for which authorization is sought would be identical to the shares of our common stock now authorized.
The proposed increase in the number of authorized shares of common stock is not intended to impede a change of control of the Company, and we are not aware of any current efforts to acquire control of the Company or otherwise accumulate shares of our common stock. It is possible, however, that the additional shares contemplated by the amendment could be issued in connection with defending the Company against a hostile takeover bid to dilute the equity
| | | | | | | | | | | | | | |
66 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
ownership of a person or entity seeking to obtain control of the Company, or in a private placement with purchasers who might side with the Board if it chose to oppose a specific change of control. These additional shares also could be issued in order to deter an attempt to replace the Board by diluting the percentage of shares held by persons seeking to control us by obtaining seats on the Board. Accordingly, the amendment could have the effect of discouraging efforts to gain control of the Company in a matter not approved by the Board. The actual issuance of additional shares of our common stock in the future could have a dilutive effect on earnings per share and on the equity and voting rights of the present holders of our common stock. We currently have no formal plans, understandings, contracts, agreements or arrangements with respect to the issuance of additional shares of common stock not previously authorized for issuance by the Board.
If this proposal is approved by the shareholders at the Annual Meeting, the Company expects to deliver, as soon as reasonably practicable, to the Virginia State Corporation Commission articles of
amendment reflecting such approval, and the change is expected to be effective in the second quarter of 2023. Although the Company intends to file the amendment with the Virginia State Corporation Commission as soon as reasonably practicable after the amendment is approved by shareholders, the Board reserves the right to delay or abandon the amendment at its discretion.
The proposal to amend the Articles of Incorporation to increase the number of authorized shares of the Company’s common stock requires an affirmative vote of a majority of the votes entitled to be cast on the matter.
If you fail to vote, your failure to vote will have the same effect as a vote against approval of the amendment. If you are a shareholder and you respond with an “abstain” vote, your proxy will have the same effect as a vote against approval of the amendment. If you do not hold your shares in street name and respond but do not indicate how you want to vote on the amendment, your proxy will be counted as a vote in favor of such proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THIS PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 90,000,000 TO 180,000,000.
| | | | | | | | | | | | | | |
DYNEX CAPITAL, INC. | | 2023 PROXY STATEMENT | | 67 |
| | | | | | | | | | | | | | |
DEADLINES FOR SUBMISSION OF SHAREHOLDER PROPOSALS |
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered for inclusion in the Company's proxy materials for the 2024 annual meeting of shareholders must comply with Rule 14a-8 under the Exchange Act and must be received by the Company’s Secretary, at the Company’s principal executive office address set forth at the beginning of this Proxy Statement on or before December 7, 2023. If any shareholder desires to present a proposal to be acted upon at the 2024 annual meeting of shareholders (including a nomination for director), but not for inclusion in the Company's proxy materials, written notice of such proposal must be received, in proper form, by the Company's Secretary at the Company's principal executive office address set forth at the beginning of this Proxy Statement no earlier than October 8, 2023 and no later than January 6, 2024. The proxy solicited by the Board for the 2024 annual meeting of shareholders will confer discretionary authority to vote on any shareholder proposal presented at the meeting if the Company has not received notice of such proposal within this time period, in writing delivered to the Company's Secretary. Shareholder proposals must be submitted by a shareholder of record and must set forth the information required by the Company's bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.
ANNUAL REPORT ON FORM 10-K
A copy of the Company’s Annual Report on Form 10-K for fiscal year 2022 and a list of all its exhibits will be supplied without charge to any shareholder upon written request sent to the Company’s principal executive offices: Dynex Capital, Inc., Attention: Investor Relations, 4991 Lake Brook Drive, Suite 100, Glen Allen, Virginia 23060. Exhibits to the Form 10-K are available for a reasonable fee. You may also view the Company’s Annual Report on Form 10-K and its exhibits online at the SEC website at www.sec.gov or on the Company’s website at www.dynexcapital.com under “Investor Center - SEC Filings - Documents.”
By Order of the Board of Directors
Robert S. Colligan
Executive Vice President, Chief Financial Officer and Secretary
April [5], 2023
| | | | | | | | | | | | | | |
68 | | 2023 PROXY STATEMENT | | DYNEX CAPITAL, INC. |
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
DYNEX CAPITAL, INC
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
1. The name of the corporation is Dynex Capital, Inc. (the “Corporation”).
2. The Corporation has adopted an amendment (the “Amendment”) to Article III of its Restated Articles of Incorporation (the “Articles of Incorporation”), restating the “Common Stock” section of Article III in its entirety as follows:
III. CAPITAL STOCK
Common Stock
The number of shares of Common Stock that the Corporation shall have the authority to issue shall be 180,000,000 shares of Common Stock with the par value of $.01 each.
No holder of shares of any class of the Common Stock of the Corporation shall have any preemptive or preferential right to purchase or subscribe to (i) any shares of any class of the Corporation, whether now or hereafter authorized; (ii) any warrants, rights, or options to purchase any such shares; or (iii) any securities or obligations convertible into any such shares or into warrants, rights, or options to purchase any such shares.
3. The Amendment was adopted on [May 18, 2023].
4. The Amendment was adopted by the board of directors of the Corporation and was submitted to, and duly approved by, the shareholders in the manner required by the provisions of Title 13.1, Chapter 9 of the Code of Virginia and by the Articles of Incorporation, and:
(a) The designation, number of outstanding shares, and number of votes entitled to be cast by the holders of the Corporation’s common stock, the only group entitled to vote on the Amendment, were
| | | | | | | | |
Designation | Number of outstanding shares | Number of votes entitled to be cast |
Common Stock | [●] | [●] |
(b) The total number of undisputed votes cast for the Amendment was:
| | | | | |
Voting group | Total undisputed votes FOR |
Holders of Common Stock | [●] |
(c) And the number cast for the Amendment was sufficient for approval.
Executed in the name of the Corporation by:
| | | | | | | | | | | |
| | | |
| Signature | | |
| Robert S. Colligan | | |
| Name | | Date |
| Executive Vice President, Chief Financial Officer, and Secretary | | |
| Title | | Corporation’s SCC ID # |
Dynex Capital (NYSE:DX-C)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Dynex Capital (NYSE:DX-C)
Historical Stock Chart
Von Jun 2023 bis Jun 2024