Dynex Capital, Inc. (DX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Dynex Capital, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Byron L. Boston, Dynex's Chief Executive Officer and Co-Chief Investment officer. Mr. Boston, the floor is yours.

Thank you. Good morning. Will the meeting please come to order? I extend a warm welcome to each of you. I am Byron Boston, Chief Executive Officer and Co-Chief Investment Officer of Dynex Capital, and I will serve as Chairman of this meeting. On behalf of the Board of Directors and officers of Dynex, I would like to thank you for attending our 22 -- our 2022 Annual Meeting to Shareholders who were once again hosting in an all format -- in all virtual format. We believe this virtual format continues to facilitate expanded shareholder access and participation. In addition, due to the ongoing public health concerns associated with COVID-19, we believe that using a virtual format -- a meeting format again this year will help protect the health, safety and well-being of our employees, directors, shareholders and community at large, which continues to be our top priority. I will now turn the meeting over to Alison Griffin, our Vice President Investor Relations, to conduct the formal business of this meeting.

Thank you, Byron. To begin, I'd like to direct everyone's attention to the rules of conduct that are available on the meeting website. While the meeting is virtual only, we welcome questions from our shareholders. [Operator Instructions]. When we come to the Q&A portion of the meeting, we will read and answer the questions that have been submitted online, time permitting. Next, I offer to this meeting, the notice of Internet availability of proxy materials dated March 31, 2022. The notice of annual meeting and proxy statement dated March 31, 2022, the form of proxy and the annual report of the company for the fiscal year ended December 31, 2021. Links to the proxy statement and annual report are also available on the meeting website. I have been appointed judge of election for this meeting to certify the results of the voting and have taken the oath of office. As indicated in the proof of mailing, affidavit from Computershare, either the notice of Internet availability of proxy materials or the notice of the Annual Meeting of Shareholders and accompanying materials commenced mailing on March 31, 2022, to each shareholder of record as of March 7, 2022. As of the record date of March 7, 2022, there were 36,665,805 shares of common stock of the company issued and outstanding and entitled to notice of and to vote at this meeting of shareholders. As the judge of the election, I report that at least 26,579,386 shares of common stock or approximately 72.44% of all common shares outstanding are present or represented by proxy at this meeting. Therefore, a quorum is present and the meeting may proceed. As the judge of election, I have a list of shareholders of record of the company as of the record date entitled to receive notice of this meeting. This list has been available for inspection at the principal offices of the company during normal business hours since April 4, 2022, and is available for inspection throughout this meeting on the meeting website. We also have available the minute of the 2021 Annual Meeting of Shareholders. I move that the reading of the minutes of the 2021 Annual Meeting of Shareholders be dispensed with. Is there a second?

This is Steve Benedetti, and I second the motion.

Thank you. The minutes of the 2021 Annual Meeting of Shareholders will not be read. It is now 9:07 a.m. and the polls for each matter to be voted upon at this meeting are open. As a reminder, shareholders can vote online at any time during the meeting prior to the closing of the polls. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so by clicking on the voting link on the meeting website. If you have already voted by proxy, it is not necessary to vote again. The first item of business is the election of 6 directors by holders of the company's common stock. The individuals nominated to serve until the 2023 annual meeting and until the election and qualification of their successors are: Byron L. Boston, Dr. Julia L. Coronado, Michael R. Hughes, Joy D. Palmer, Robert A. Salcetti and David H. Stevens. The Secretary of the company has advised the company that no other nominations have been received. The second item of business today is to provide and approve in an advisory and nonbinding vote, the compensation of the company's named executive officers as disclosed in the proxy statement. The third and last item of business today is the ratification of the selection of BDO USA as the company's independent auditors for the 2022 fiscal year. The matters to be voted on have been formally presented. The polls are now closed at 9:09 a.m. All proxies and votes should now have been submitted. As judge of election, I certify that each director nominee received the majority of the company of the common shares voted in favor of his or her election. At least 89% of the common shares voted on the proposal have been voted for approval of the named executive officers' compensation as disclosed in the proxy statement. At least 97% of the common shares voted on the proposal have been voted for ratification of the selection of BDO USA as the company's independent auditors for 2022. I declare Mr. Boston, Mr. Hughes, Dr. Coronado, Ms. Palmer, Mr. Salcetti and Mr. Stevens, our elected directors. The shareholders have approved on an advisory basis for the compensation of the company's named executive officers as described in the proxy statement, and the selection of BDO USA is ratified. My written report as a judge of election with the final vote count for the matters voted on today will be filed with the permanent records of the company. A representative of BDO, Byron Barry, is attending the meeting today and will be available to answer questions during the Q&A portion of the meeting. And with that, there is no other business to come before the meeting. At this point, we will open the meeting up to questions. [Operator Instructions] At this time, there are no questions. So Byron, I'm going to turn it to you. Thank you all for your patience. One moment.

If there are no further questions, and I apologize, I was on mute there for a second, the meeting is now adjourned. And we thank you all for attending, and we look forward to seeing you in 2023.

This concludes the meeting. You may now disconnect.