Not independent
Tenure on this board
14.4 yrs
Meeting calendar
DX · Annual meeting · Thursday, May 21, 2026
Dynex Capital Inc
6 nominees · 4 ballot items.
Election of six directors; advisory approval of executive compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditors; approval to amend Articles to increase authorized common shares from 360,000,000 to 720,000,000.
Market cap
$2.9B
1Y TSR
+20.4%
Board grade
B+
Record date
Mar 25, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Dynex Capital Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect six director nominees to hold office until the next annual meeting and until their successors are duly elected and qualified.
- 2
Advisory and Non-Binding Vote to Approve Executive Compensation
ManagementBoard: FORAdvisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
More detail
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as described in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this vote to confirm shareholder support for the Company’s pay-for-performance compensation philosophy that ties significant portions of executive pay to annual and long-term metrics such as total economic return, relative TER, and strategic goals, as well as to maintain market-competitive packages that include RSUs and PSUs. The Board and Compensation Committee recommend a FOR vote, citing robust governance practices (clawback policy, stock ownership requirements, double-trigger change-in-control severance), alignment of incentives through substantial equity-based awards, and the strong shareholder approval of the prior year’s say-on-pay (~95% support). The vote is advisory and non-binding but is used by the Board to inform future compensation decisions; a FOR outcome would indicate shareholder endorsement of management’s compensation approach, whereas significant opposition could trigger further outreach or changes to compensation practices.
- 3
Ratification of the Appointment of Independent Auditor
ManagementBoard: FORRatify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 4
Amendment to Articles of Incorporation to Increase Authorized Shares of Common Stock
ManagementBoard: FORApprove amendment to Articles to increase authorized common stock from 360,000,000 to 720,000,000 shares.
More detail
This management proposal requests shareholder approval to amend the Company’s Articles to increase authorized common shares from 360 million to 720 million. Management presents the change as necessary to preserve corporate flexibility for capital raising (including the ATM Program), equity compensation, acquisitions, stock dividends/splits, and other general corporate purposes, noting that as of the record date ~57% of currently authorized shares were outstanding and unreserved shares were insufficient for foreseeable needs. The Board emphasizes that shareholders have no preemptive rights and that the additional shares could be issued without further shareholder approval, which could be dilutive and potentially used defensively against takeovers. The Board recommends a FOR vote, arguing the benefits of financial and strategic flexibility outweigh potential dilution concerns; a sophisticated analyst should weigh the company’s capital needs, existing ATM program utilization, recent and expected financings, governance safeguards, and the absence of present plans to issue shares when evaluating the proposal’s merits.
Director elections
Nominees on the ballot6
Independent
Tenure on this board
2.1 yrs
Also a director at
State Street Corp (STT)Macy's Inc (M)
Independent
Tenure on this board
5.7 yrs
Also a director at
Robert Half Inc (RHI)
Independent
Tenure on this board
2.4 yrs
Independent
Tenure on this board
2.4 yrs
Not independent
Tenure on this board
2.9 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.1% | 8,904,133 | $114M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 8,513,684 | $109M |
| 3 | BlackRock, Inc. | 2.5% | 5,454,821 | $70M |
| 4 | STATE STREET CORP | 2.1% | 4,534,721 | $59M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 4,032,696 | $51M |
| 6 | Qube Research Technologies Ltd | 1.7% | 3,708,393 | $47M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.3% | 2,754,327 | $35M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 1.2% | 2,599,598 | $33M |
| 9 | BALYASNY ASSET MANAGEMENT L.P. | 1.1% | 2,439,648 | $31M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.0% | 2,060,385 | $26M |
Peers
Nearest market capOther Real Estate sector meetings6
Upcoming shareholder meetings at Dynex Capital Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Avalonbay Communities IncAVB
Special meeting·Aug 12, 2026·$26.8B
Inpoint Commercial Real Estate Income IncICR-PA
Annual meeting·Sep 16, 2026
Inventrust Properties CorpIVT
Annual meeting·May 5, 2026·$2.9B
Blackstone Mortgage Trust IncBXMT
Annual meeting·Jun 26, 2026·$2.9B
Digitalbridge Group IncDBRG
Special meeting·Apr 23, 2026·$2.9B
Digitalbridge Group IncDBRG
Annual meeting·May 28, 2026·$2.9B
Reference
Frequently asked questions
- When is the Dynex Capital Inc 2026 annual meeting?
- Dynex Capital Inc (DX) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Dynex Capital Inc 2026 meeting?
- The record date for the Dynex Capital Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Dynex Capital Inc's 2026 meeting?
- The board is presenting 6 director nominees at the Dynex Capital Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Dynex Capital Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Dynex Capital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.