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): March 26, 2008
___________
DYNEX
CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction
of
incorporation)
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1-9819
(Commission
File Number)
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52-1549373
(IRS
Employer
Identification
No.)
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4551
Cox Road, Suite 300
Glen
Allen, Virginia
(Address
of principal executive offices)
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23060
(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a meeting held on March 26, 2008,
the Board of Directors of Dynex Capital, Inc. (the “Company”) adopted amended
and restated bylaws (the “Restated Bylaws”) for the Company, effective as of
March 26, 2008. Below is a brief description of the substantive
amendments adopted.
Principal
Office. Section 1.01 of the bylaws was updated to reflect the
current location of the Company’s principal office.
Establishment of Lead
Independent Director Position in Certain
Circumstances. Section 3.02 of the bylaws was amended to
provide that, at any time when the Chairman of the
Board is also serving as an officer of the Company other than Chairman of the
Board, the Board of Directors shall designate another director who is not
serving as an officer of the Company as the lead independent director of the
Company, and provisions regarding meetings of the Company’s directors have been
updated accordingly. Previously,
the Company’s bylaws did not specifically provide for a lead independent
director.
Elimination of Outside
Management Arrangements. Former Section 3.14 has been
deleted so that the Restated Bylaws no longer permit the Company’s Board of
Directions to enter into arrangements with a manager outside the Company to
manage the Company’s assets and administer the Company’s day-to-day operations
for a fee. Accordingly, former Section 3.15 was deleted as it dealt
primarily with obligations imposed on an outside manager with respect to the
Company’s operating expenses.
Ability to Issue
Uncertificated Shares. Changes were made to Article VI
of the bylaws to ensure compliance with new NYSE listing requirements, which
require that NYSE-listed companies be eligible by March 31, 2008 to participate
in DTC’s direct registration system (“DRS”), a system by which shares may be
held in book-entry form without a certificate. The Restated Bylaws
permit the Company to issue certificated or uncertificated shares, and
provisions regarding the registration and transfer of shares have been updated
accordingly. Previously, the Company’s bylaws provided for the
issuance of certificated shares only.
Certain additional clarifying and nonsubstantive amendments were also made to
other provisions of the bylaws.
This summary should be read in
conjunction with, and is qualified in its entirety by reference to, the Restated
Bylaws, which are attached as Exhibit 3.2 to this report and are incorporated by
reference herein.
Item
8.01 Other
Events.
In connection with the bylaw amendments
referred to in Item 5.03 of this report, effective March 26, 2008, the
Board of Directors also approved and adopted amendments to the Company’s
Corporate Governance Guidelines (the “Guidelines”), to provide that the lead
independent director will preside at all executive sessions and other meetings
of the non-employee directors, has the power to call meetings of the
non-employee directors and will preside at meetings of the Board of Directors in
the absence of the Chairman of the Board. A copy of the Guidelines as amended is
available on the Company’s web page at www.dynexcapital.com
under “Investor Relations – Corporate Governance.”
Effective March 26, 2008, the Board of
Directors appointed Mr. Leon A. Felman to serve as lead independent
director.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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3.2
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Amended
and Restated Bylaws of Dynex Capital, Inc. (as amended and restated March
26, 2008)
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SIGNATURES
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.
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Date:
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April
1, 2008
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By:
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/s/
Stephen J. Benedetti
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Stephen
J. Benedetti
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Executive
Vice President and Chief Operating Officer
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