Dynex Capital (DX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to be held virtually, with shareholders able to attend, vote, and submit questions online.

• Key items for shareholder action include election of seven directors, advisory vote on executive compensation, approval of the 2025 Stock and Incentive Plan, ratification of new auditors, and amendment to increase authorized common stock.

• The company emphasizes long-term growth, capital deployment, and alignment with positive demographic and market trends.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, (3) approval of the 2025 Stock and Incentive Plan, (4) ratification of Ernst & Young LLP as auditors, and (5) amendment to double authorized common stock to 360 million shares.

• Board recommends approval of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 9, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Seven director nominees, including two Co-CEOs, with diverse backgrounds in finance, risk management, technology, and governance.

• Board skills matrix highlights expertise in capital markets, risk management, audit, ESG, and technology.

• Five of seven directors are independent under NYSE standards.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, and Investment, all with defined charters and independent membership.

• Board refreshment policy includes formal evaluations at 5, 10, and 15 years, and age limits for director service.

• Annual self-evaluation process for board and committees.