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

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

Good morning. Will the meeting please come to order? Thank you very much. I extend a warm welcome to each of you. I am Byron Boston, Chairman and Co-Chief Executive Officer of Dynex Capital, Inc. 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 2025 Annual Meeting of Shareholders, which we're hosting in an all-virtual format. We believe this virtual format continues to facilitate expanded shareholder access and participation. I would like to take a moment to introduce the directors of Dynex who are in attendance today. In addition to myself, the members of the Board are Julia Coronado, our lead independent director; Marie Chandoha; Alex Crawford; Andrew Gray; Joy Palmer; and Smriti Popenoe, our Co-Chief Executive Officer and President. Also attending is Rob Colligan, our Chief Financial Officer, Chief Operating Officer and Secretary. Representing our independent auditors, E&Y, Ernst & Young, is Andrew Harvazinski. Although E&Y will not be making any remarks, Andrew is available to respond to appropriate questions during the Q&A portion of the meeting. At this point, I will now turn the meeting over to Rob Colligan to conduct the formal business of the 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] We will read and answer the questions that have been submitted online during the Q&A portion of the meeting, time permitting. I've been appointed judge of election for this meeting to certify the results of the voting and have taken the oath of office. I have an affidavit of mailing from Computershare certifying that either the notice of intent -- Internet availability of proxy materials or notice of the Annual Meeting of Shareholders and accompanying materials commenced mailing on April 8, 2025, to each shareholder of record as of the close of business on March 12, 2025. The secretary of the company has the list of shareholders of record of the company as of the record date. This list has been available for inspection at the principal offices of the company during normal business hours since April 8, 2025. As of the record date of March 12, 2025, there were 96,202,122 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 election, I report that at least 68.5 million shares of common stock or approximately 71% of all common shares outstanding are present or represented by proxy at this meeting. Therefore, a quorum is present and the meeting may proceed. It is now 9:04 a.m. on May 20, 2025, 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 this meeting prior to the closing of 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 click on the voting link on the meeting website. If you have already voted by proxy, it is not necessary to vote again. We will now move on to review the proposals. The first item of business is the election of directors. The 7 individuals nominated to serve until the 2026 annual meeting and until the election and qualification of their successors are: Byron L. Boston; Julia L. Coronado, PhD; Marie Chandoha; Alexander I. Crawford; Andrew I. Gray; Joy D. Palmer; and Smrti L. Popenoe. The secretary of the company has advised the company that no other nominations have been received. The second item of business today is to approve in an advisory and nonbinding vote the compensation of the company's named executive officers as disclosed in the proxy statement. The third item of business today is to approve the Dynex Capital, Inc. 2025 Stock and Incentive Plan. The material terms of the plan were distributed and described in the proxy statement, and the full text of the plan was included as an appendix in the proxy statement. The fourth item of business today is to ratify the selection of Ernst & Young LLP as the company's independent auditors for 2025. The fifth item of business today is to approve an amendment to the company's Articles of Incorporation to increase the number of authorized shares of the company's common stock from 180 million shares to 360 million shares. A copy of the amendment was included as Appendix B to the proxy statement. The matters to be voted on have been formally presented. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, the polls are now closed at 9:06 a.m. All proxies and votes should now have been submitted. As judge of the election, I preliminarily report that each director nominee received a majority of the common shares voted in favor of his or her election. At least 93% of the shares of common stock voted on the proposal have been voted for approval of the named executive officers' compensation as disclosed in the proxy statement. At least 92% of the shares of common stock voted on the proposal have been voted for the Dynex Capital, Inc. 2025 Stock and Incentive Plan. At least 97% of the shares of common stock voted on the proposal have been voted for the ratification and selection of Ernst & Young LLP as the company's independent auditors for 2025. At least 85% of the shares of common stock voted on the proposal have been voted for the amendment to the company's Articles of Incorporation to increase the number of authorized shares of the company's common stock from 180 million shares to 360 million shares. The final report of the judge of election will -- with the final vote count for the matters voted on today will be filed with the records of the company and reported on Form 8-K within 4 business days. There is no other formal business to come before the meeting today. At this point, we will open the meeting for questions. [Operator Instructions] Seeing that there's no questions in the queue, we'll turn to Byron to adjourn the meeting.

Well, since there are no questions, the meeting is now adjourned. We thank you all for attending.

This concludes the meeting. You may now disconnect.