Dynex Capital, Inc. ($DX)

Hello, and welcome to the 2026 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 the meeting over to Byron Boston, Dynex's Chairman and Co-Chief Executive Officer.

Good morning, and thank you for joining us. I will now call the meeting to order. I am Byron Boston, Chairman and Co-Chief Executive Officer of Dynex Capital. I will serve as Chair of this meeting. On behalf of Board of Directors and the executive team of Dynex, I welcome you to our 2026 Annual Meeting of Shareholders. We appreciate your participation and your continued interest in the company. As in prior years, we are hosting this meeting in a virtual format, which we believe supports broad general accident and participation. I would now like to introduce the Dynex Directors attending today. In addition to me, the following members of the Board are also in attendance. Julia Coronado, our Lead Independent Director; Marie Chandoha; Alexander Crawford; Andrew Gray; [indiscernible], our Co-CEO; and President and Joy Palmer. As previously disclosed, Ms. Palmer is not standing for reelection and will depart from the Board following this meeting. On behalf of the Board, I want to thank Joe for her dedicated service to Dynex and our Board of Directors. Also joining us from the management team are Michael Angelo, our Chief Legal Officer and Corporate Secretary; Mike Sartori, our Chief Financial Officer; and Kate [indiscernible] Griffin from our Investor Relations team. Representing Ernst & Young, our independent auditing firm, is Andrew [indiscernible]. I will now turn the meeting over to Mr. Angelo to conduct the formal business of the meeting.

Thank you, Byron. Before we begin, I would like to direct everyone's attention to the rules of conduct available on the meeting website. Although this is a virtual-only meeting, we welcome questions from shareholders and will answer questions during the Q&A portion of the meeting. I have been appointed the Inspector of Election for this meeting to certify the results of the voting and I have taken the oath of office. I have received an affidavit of mailing from Computershare, our transfer agent, certifying that the requisite notices and accompanying materials commenced mailing on April 7, 2026, to each shareholder of record as of the close of business on March 25, 2026, the record date. As Corporate Secretary of the company, I have the list of shareholders of record of the company as of the record date, which has been available for inspection at the company's principal officers during normal business hours. As of the record date, there were 206,947,054 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 Inspector of Election, I report that at least 140,653,661 shares of common stock or approximately 68% 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 10:04 a.m. Eastern Time on May 21, 2026, and the polls for each matter to be voted upon at this meeting are open. As a reminder, shareholders may vote online at any time during this meeting before the polls close. If you are a shareholder entitled to vote and have not yet voted or if you would like 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. We will now review the proposals. The first item of business is the election of directors. The 6 individuals nominated to serve until the 2027 annual meeting and until the election and qualification of their successors are: Byron Boston, Marie Chandoha, Julia Coronado, Alexander Crawford, Andrew Gray and Smriti Popenoe. There have been no other nominations received -- the second item of business is to approve on an advisory and nonbinding basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The third item of business is to ratify the selection of Ernst & Young as the company's independent auditors for the 2026 fiscal year. The fourth item of business 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 360 million shares to 720 million shares. A copy of the amendment was included as Appendix A to the proxy statement. The matters to be voted on have now been formally presented and the polls are about to close. Since everyone has had an opportunity to vote, the polls are now closed at 10:06 a.m. Eastern Time. All proxies and votes should now have been submitted. As the Inspector of Election, I preliminarily report that for proposal 1, a majority of the common shares entitled to vote on the proposal have been in favor of election of each director nominee. For proposal 2, a majority of the common shares entitled to vote on the proposal have been in favor of the named executive officer compensation as disclosed in the proxy statement. For proposal 3, a majority of the common shares entitled to vote on the proposal have been in favor of ratification of the selection of Ernst & Young as the company's independent auditors for 2026. For proposal 4, a majority of the common shares entitled to vote on the proposal have been in favor of the amendment to the company's articles of incorporation to increase the number of authorized shares of the company's common stock from $360 million to $720 million. The final report of the inspector of election 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. I will now turn the meeting back over to Byron.

There is no other formal business to come before the meeting. We will now open the meeting to questions. . Seeing no questions relevant to these proceedings, the meeting is now adjourned. Thank you for joining us today and for your continued support of Dynex Capital.

This concludes the meeting. Thank you for participating. You may now disconnect.