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 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 shares.

• Shareholders of record as of March 12, 2025, are entitled to vote; multiple voting methods are available, including online, phone, and mail.

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

Voting matters and shareholder proposals

• Proposals include: election of directors, advisory say-on-pay vote, approval of the 2025 Stock and Incentive Plan, ratification of Ernst & Young LLP as auditors, and amendment to double authorized common shares.

• Shareholders can submit proposals for the 2026 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Seven director nominees with diverse backgrounds in finance, risk management, technology, and governance.

• Board skills matrix highlights expertise in capital markets, M&A, risk, audit, and ESG.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director for oversight.

• Regular board and committee meetings, annual evaluations, and a new board refreshment policy with age and tenure limits.

• All directors except the two Co-CEOs are independent per NYSE standards.