Form 8-K - Vote of Security Holders (2014.05.20)


 

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): May 20, 2014
____________________
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
____________________


Virginia
(State or other jurisdiction
of incorporation)
1-9819
(Commission File Number)
52-1549373
(IRS Employer
Identification No.)
 
 
 
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia
(Address of principal executive offices)
 
23060-9245
(Zip Code)

Registrant's telephone number, including area code:
(804) 217-5800

N/A
(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:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Item 5.07
Submission of Matters to a Vote of Security Holders.

Dynex Capital, Inc. (the “Company”) held its annual meeting of shareholders on May 20, 2014 (the “2014 Annual Meeting”), at which four proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission on April 10, 2014 (the “2014 Proxy Statement”). A quorum of the Company’s common shares was present for the 2014 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 - Shareholders elected seven directors to serve for a one-year period until the 2015 Annual Meeting of Shareholders 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
Withheld
Broker Non-Votes
Thomas B. Akin
26,215,894
393,070
21,694,085
Byron L. Boston
26,215,245
393,719
21,694,085
Michael R. Hughes
26,240,251
368,713
21,694,085
Barry A. Igdaloff
26,192,062
416,902
21,694,085
Valerie A. Mosley
26,230,379
378,585
21,694,085
Robert A. Salcetti
26,233,268
375,696
21,694,085
James C. Wheat, III
26,232,051
376,913
21,694,085

Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers, as disclosed in the 2014 Proxy Statement. The votes regarding Proposal 2 were as follows:

For
Against
Abstentions
Broker Non-Votes
25,096,108
1,274,386
238,470
21,694,085

Proposal 3 - Shareholders approved a proposal to re-approve the material terms of the performance goals under the Dynex Capital, Inc. 2009 Stock and Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code. The votes regarding Proposal 3 were as follows:

For
Against
Abstentions
Broker Non-Votes
25,522,469
885,636
200,859
21,694,085

Proposal 4 - Shareholders approved a proposal to ratify the Company’s selection of BDO USA, LLP as independent certified public accountants to audit the consolidated financial statements of the Company for the fiscal year ending December 31, 2014. The votes regarding Proposal 4 were as follows:

For
Against
Abstentions
Broker Non-Votes
47,380,459
673,940
248,650
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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:
May 21, 2014
By:
/s/ Stephen J. Benedetti
 
 
 
Stephen J. Benedetti
 
 
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer