8-K: Current report filing
Published on May 19, 2008
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 13, 2008
___________
DYNEX
CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
|
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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Resignation of
Director
On
May 13, 2008, the Chairman of the Board of Directors and Chief Executive Officer
of Dynex Capital, Inc. (the “Registrant”) received a letter from Mr. Eric Von
der Porten resigning from the Board of Directors of the Registrant, effective as
of May 13, 2008. Mr. Von der Porten’s resignation was not the result
of a disagreement with the Registrant on any matter relating to the Registrant’s
operations, policies or practices but rather was due to other demands on Mr. Von
der Porten’s time.
A copy of Mr. Von der Porten’s
resignation letter dated May 13, 2008 is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Election of New
Director
At the Registrant’s Annual Meeting of
Shareholders held on May 14, 2008, Mr. Jay Buck was elected by shareholders to
serve as a director of the Registrant until the next annual meeting, to fill the
seat made available by Mr. Von der Porten’s resignation. Mr. Buck is
the president of Demeter Asset Management, Inc., an investment management
company he founded in 1986, and is the owner of Rockwood Asset Management, Inc.,
which is the general partner of Rockwood Partners, L.P., a limited partnership
specializing in fixed income investments which Mr. Buck established in
1994. Mr. Buck has been a strategic advisor to the Registrant and,
through Rockwood Asset Management, Inc. and Demeter Asset Management, Inc.,
beneficially owns approximately 7.7% of the Registrant’s common stock and
approximately 3.9% of the Registrant’s Series D preferred stock.
Mr. Buck will serve as Chairman of the
Investment Committee of the Registrant’s Board of Directors and will also serve
on the Nominating & Corporate Governance Committee and Compensation
Committee.
Appointment of Chief
Financial Officer
At the organizational meeting of the
Registrant’s Board of Directors held on May 14, 2008, the Board of Directors
appointed Stephen J. Benedetti as Chief Financial Officer of the Registrant,
effective May 14, 2008. Mr. Benedetti has served as Executive Vice
President and Chief Operating Officer since November 2005 and continues to serve
in those capacities as well. Mr. Benedetti is also Secretary and
Treasurer of the Registrant. Mr. Benedetti previously served as
Executive Vice President and Chief Financial Officer of the Registrant from
September 2001 to November 2005. Mr. Benedetti’s compensation was not
changed in connection with this appointment.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Eric
Von der Porten’s Letter of Resignation dated May 13, 2008.
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.
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DYNEX
CAPITAL, INC.
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Date:
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May
16, 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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|||
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Executive
Vice President, Chief Operating Officer and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
Number Exhibit
99.1 Eric
Von der Porten’s Letter of Resignation dated May 13, 2008.