Dynex Capital (DX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, will be held virtually to enhance shareholder participation and reduce costs.

• Shareholders will vote on the election of six directors, executive compensation, auditor ratification, and an amendment to increase authorized shares.

• The company reported strong 2025 performance, including a 29.4% total shareholder return and $1.2B in capital raised.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as auditor, and amending the Articles of Incorporation to double authorized common shares.

• Board unanimously recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of seven members, with six nominated for re-election; majority are independent per NYSE standards.

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

• Board refreshment policy includes formal evaluations and age limits; six new directors joined in the past five years.

• Lead Independent Director role ensures independent oversight and effective board function.