UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2020
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DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 1-9819 | 52-1549373 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 4991 Lake Brook Drive, | Suite 100 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Glen Allen, | Virginia | 23060-9245 | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||||||||||||||
| (804) | 217-5800 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $.01 par value | DX | New York Stock Exchange | ||||||||||||
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | DXPRA | New York Stock Exchange | ||||||||||||
7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | DXPRB | New York Stock Exchange | ||||||||||||
| 6.9000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share | DXPRC | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2020, director Valerie A. Mosley notified the Board of Directors of Dynex Capital, Inc. (the “Company”) of her decision not to stand for re-election to the Company’s Board of Directors (the “Board”) at the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”) in May 2020. Ms. Mosley will continue to serve as a director of the Company through the end of her current term, which ends at the Annual Meeting. Ms. Mosley’s decision was due to other commitments on her time and was not a result of any disagreement between Ms. Mosley and the Company on any matter relating to the Company’s operations, policies or practices.
Ms. Mosley will continue to receive non-employee director compensation for her Board service through the Annual Meeting.
The Board anticipates amending the Company’s Bylaws to decrease the size of the Board from six to five directors effective as of the end of the Annual Meeting.
Ms. Mosley has been a director of the Company since 2013. The Company and the Board are grateful to Ms. Mosley for her distinguished Board service.
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 4, 2020 | By: | /s/ Stephen J. Benedetti | |||||||||||
| Stephen J. Benedetti | ||||||||||||||
| Executive Vice President, Chief Financial Officer and Chief Operating Officer | ||||||||||||||