Attached files

file filename
EX-3.2.1 - EXHIBIT 3.2.1 - DYNEX CAPITAL INCexhibit321amendmenttoamend.htm


 

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): March 12, 2018
___________

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o

If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with an new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 12, 2018, the Board of Directors of Dynex Capital, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws to implement majority voting in uncontested elections of directors, beginning with the Company’s 2018 Annual Meeting of Shareholders. The text of this amendment to the Company’s Amended and Restated Bylaws is filed with this Current Report on Form 8-K as Exhibit 3.2.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits








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:
March 16, 2018
By:
/s/ Stephen J. Benedetti
 
 
 
Stephen J. Benedetti
 
 
 
Executive Vice President, Chief Financial Officer and Chief Operating Officer