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  16 , 201 9
___________

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) (I.R.S. Employer Identification No.)
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia 		23060-9245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 217-5800
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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, $.01 par value DX New York Stock Exchange
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share DXPRA New York Stock Exchange
7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share DXPRB 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 o

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. o


Item 1.01   Entry into a Material Definitive Agreement.

Effective May 10, 2019, Issued Holdings Capital Corporation (“ IHCC ”), a direct, wholly-owned subsidiary of Dynex Capital, Inc. (the “ Company ”), and the Company, as guarantor, entered into an Amendment No. 5 (the “ Amendment ”) to IHCC’s Master Repurchase and Securities Contract (as amended, the “ Repurchase Agreement ”) with Wells Fargo Bank, N. A. (“ Wells Fargo ”).

The Amendment extends the maturity date of the Repurchase Agreement to June 12, 2019, subject to early termination provisions contained in the Repurchase Agreement. No changes were made to the guarantee agreement (the “ Guarantee Agreement ”) under which the Company fully guarantees all of IHCC’s payment and performance obligations under the Repurchase Agreement.

See the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 8, 2012, October 7, 2013, February 11, 2015, May 3, 2016 and May 17, 2017 for additional disclosure regarding the terms of the Repurchase Agreement, as previously amended, and the Guarantee Agreement. The Repurchase Agreement, as amended, and the Guarantee Agreement contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. The Guarantee Agreement also contains financial covenants that require the Company to meet at all times minimum consolidated net worth, minimum liquidity, and maximum indebtedness to consolidated net worth requirements.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.23.5.

Item 5.07   Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting, five proposals were submitted to the Company’s shareholders. A quorum of the Company’s common shares was present for the 2019 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 – Shareholders elected six directors of the Company to hold office until the next annual meeting and until their successors have been elected and duly qualified. The name of each director elected and the votes cast for such individuals are set forth below:

Name For Against Abstentions Broker Non-Votes
Byron L. Boston 37,367,151  611,428  184,777  25,483,205 
Michael R. Hughes 37,246,883  708,477  207,996  25,483,205 
Barry A. Igdaloff 36,693,040  1,256,068  214,248  25,483,205 
Valerie A. Mosley 37,012,130  951,412  199,814  25,483,205 
Robert A. Salcetti 37,099,761  861,661  201,934  25,483,205 
David H. Stevens 37,403,636  542,702  217,018  25,483,205 

Proposal 2  – Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2019 Proxy Statement. The votes regarding Proposal 2 were as follows:
For Against Abstentions Broker Non-Votes
35,470,323  2,057,948  635,085  25,483,205 



Proposal 3  – Shareholders approved the amendment to the Company’s Articles of Incorporation to permit, but not require, the Board of Directors to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio of 1-for-3 no later than May 14, 2020. The votes regarding Proposal 3 were as follows:
For Against Abstentions Broker Non-Votes
52,707,276  10,210,978  728,307  — 
        
Proposal 4 – Shareholders approved an amendment to the Company’s Articles of Incorporation to reduce the number of shares of the Company’s common stock authorized from 200,000,000 shares to 90,000,000, subject to approval of Proposal 3 by the Company's shareholders and actual implementation of the reverse stock split described in Proposal 3 by the Board of Directors. The votes regarding Proposal 4 were as follows:
For Against Abstentions Broker Non-Votes
53,429,913  8,914,262  1,302,386  — 

Proposal 5 – Shareholders approved a proposal to ratify the Company’s selection of BDO USA, LLP, independent certified public accountants, as auditors for the Company for the 2019 fiscal year. The votes regarding Proposal 5 were as follows:
For Against Abstentions Broker Non-Votes
61,480,118  1,300,735  865,708  — 


Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.





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 16, 2019 By: /s/ Stephen J. Benedetti
Stephen J. Benedetti
Executive Vice President, Chief Financial Officer and Chief Operating Officer


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