8-K

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): May 29, 2024

___________

DYNEX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-9819		52-1549373
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia			23060-9245
(Address of principal executive offices)			(Zip Code)
	(804)	217-5800
(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DX	New York Stock Exchange
6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share	DXPRC	New York Stock Exchange

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 ☐

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

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2024, the Board of Directors (the “Board”) of Dynex Capital, Inc. (the “Company”) appointed Marie Chandoha as an independent director of the Company, effective June 1, 2024.

Ms. Chandoha has been appointed to the Audit Committee and Nominating & Corporate Governance Committee.

Ms. Chandoha will be entitled to the standard compensation provided to non-employee directors as such compensation was described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on March 28, 2024.

The Board has determined that Ms. Chandoha is independent under applicable New York Stock Exchange listing rules and regulations of the U.S. Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Ms. Chandoha and any other persons or entities pursuant to which she was appointed as a director. Further, Ms. Chandoha is not party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Chandoha’s appointment to the Board is filed herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release Announcing the Appointment of Marie Chandoha, dated May 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	May 30, 2024	By:	/s/ Robert S. Colligan
			Robert S. Colligan
			Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE	CONTACT: Alison Griffin
May 30, 2024		(804) 217-5897

Dynex Capital Appoints Marie Chandoha, Former President and CEO of Charles Schwab Investment Management, to its Board of Directors

Experienced independent director brings extensive asset management experience

Joins recent Board appointees Andrew Gray and Alexander Crawford

GLEN ALLEN, Va.--(BUSINESS WIRE)--Dynex Capital, Inc. (NYSE: DX) (the “Company”) and its Board of Directors (“the Board”) today announced the appointment of Marie Chandoha as an independent director, effective June 1, 2024. Ms. Chandoha has been appointed to the Audit Committee and Nominating & Corporate Governance Committee.

Ms. Chandoha has close to 40 years of experience in the asset management industry, including having spent nearly 10 years as CEO of Charles Schwab Investment Management. She also brings invaluable public board experience from her current roles with State Street Corporation (Chair of its Risk Committee) and Macy’s (Chair of its Audit Committee). With Ms. Chandoha’s appointment, Dynex’s Board now comprises seven directors, five of whom are independent.

“On behalf of Dynex’s Board and management team, I am thrilled to welcome Marie to the team and believe she brings the complementary capabilities needed to round out our talented Board of Directors as we continue to execute upon our growth strategy,” said Byron Boston, CEO and Chairman of the Board of Dynex Capital. “With her significant background in the asset management and risk management sectors, we believe we will be well-positioned to continue capitalizing on the short and long-term market opportunities ahead of us for the benefit of our investors, employees and the communities we serve.”

Background on Marie Chandoha

Ms. Chandoha brings close to 40 years of financial services leadership experience and has a track record of transforming and scaling businesses to maximize shareholder value. Ms. Chandoha currently serves as an advisor to Zoe Financial, a fintech company. Previously, Chandoha spent nearly a decade as the President and CEO of Charles Schwab Investment Management, where she played an essential role in evolving the business into an innovative and winning competitor. During her tenure, she doubled the business’s assets under management to $400 billion, which made it become one of the top asset gatherers in the industry.

Formerly, as Managing Director and Global Head of Fixed Income Business at BlackRock, Ms. Chandoha drove innovation in the ETF market and led a global $440 billion investment management business. In addition, Ms. Chandoha was the Co-Head and Senior Portfolio Manager of Montgomery Fixed Income at Wells Fargo Asset Management for over eight years, where she grew and scaled the business from $1 billion to $16 billion assets under management. At Wells Fargo, she focused on managing bond portfolios, primarily for institutional investors.

Exhibit 99.1

About Dynex Capital

Dynex Capital, Inc. is a financial services company committed to ethical stewardship of stakeholders' capital; employing comprehensive risk management and disciplined capital allocation to generate dividend income and long-term total returns through the diversified financing of real estate assets in the United States. Dynex operates as a REIT and is internally managed to maximize stakeholder alignment. Additional information about Dynex Capital, Inc. is available at www.dynexcapital.com.

XML

Cover	May 29, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	DYNEX CAPITAL, INC.
Entity Incorporation, State or Country Code	VA
Entity File Number	1-9819
Entity Tax Identification Number	52-1549373
Entity Address, Address Line Two	Suite 100
Entity Address, Address Line One	4991 Lake Brook Drive
Entity Address, City or Town	Glen Allen
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23060-9245
City Area Code	(804)
Local Phone Number	217-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000826675
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	DX
Security Exchange Name	NYSE
Series C Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,par value $0.01 per share
Trading Symbol	DXPRC
Security Exchange Name	NYSE