Dynex Capital (DX) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with shareholders of record as of March 25, 2026, eligible to vote.

• Key proposals include election of six directors, advisory vote on executive compensation, ratification of Ernst & Young LLP as auditor, and amendment to increase authorized common stock.

• 2025 performance highlights: 29.4% total shareholder return, 21.6% total economic return, 14.6% annualized dividend yield, and $1.2B capital raised.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as auditor, and (4) amendment to double authorized common stock to 720 million shares.

• Board unanimously recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 8, 2026.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with six nominated for re-election; Ms. Palmer not standing for re-election.

• Board committees: Audit, Compensation, Nominating & Corporate Governance, Risk, and Investment.

• Board refreshment policy includes formal evaluations at 5, 10, and 15 years, and age review at 70; no term limits but directors may not stand for re-election after 75 without unanimous approval.

• Lead Independent Director role held by Julia Coronado, with defined responsibilities to ensure independent oversight.

• Minimum stock ownership requirements for directors and executives; annual compliance review.