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 19, 2015
___________

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

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:

 
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 19, 2015 (the “2015 Annual Meeting”), at which three proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on April 8, 2015 (the “2015 Proxy Statement”). A quorum of the Company’s common shares was present for the 2015 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 2016 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
26,641,239
538,389
21,444,398
Byron L. Boston
26,648,565
531,063
21,444,398
Michael R. Hughes
26,657,662
521,965
21,444,398
Barry A. Igdaloff
26,693,060
486,567
21,444,398
Valerie A. Mosley
26,706,779
472,849
21,444,398
Robert A. Salcetti
26,724,411
455,216
21,444,398
James C. Wheat, III
26,664,706
514,921
21,444,398

Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers, as disclosed in the 2015 Proxy Statement. The votes regarding Proposal 2 were as follows:

For
Against
Abstentions
Broker Non-Votes
23,073,465
3,864,805
241,357
21,444,398

Proposal 3 - 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, 2015. The votes regarding Proposal 3 were as follows:

For
Against
Abstentions
Broker Non-Votes
47,785,242
565,303
273,481







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, 2015
By:
/s/ Stephen J. Benedetti
 
 
 
Stephen J. Benedetti
 
 
 
Executive Vice President, Chief Financial Officer and Chief Operating Officer