8-K/A: Current report filing
Published on April 4, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 4, 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
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As
previously reported in the Current Report on Form 8-K filed on February 8, 2008,
Dynex Capital, Inc. (the “Company”) announced the appointment of Thomas B. Akin
as Chief Executive Officer of the Company on February 4, 2008. In
connection with that appointment, on March 31, 2008, the Company and
Mr. Akin executed an employment agreement (the “Employment Agreement”), a
copy of which is attached as Exhibit 10.6 hereto and is incorporated by
reference herein.
Under the
Employment Agreement, Mr. Akin will serve as Chief Executive Officer of the
Company for a one-year term through February 5, 2009, unless earlier terminated
by the Company or Mr. Akin. The Employment Agreement also
provides, among other things, for: (i) an annual base salary of $300,000; (ii)
Mr. Akin’s eligibility to earn an annual cash bonus up to 100% of his
pro-rated base salary based on the Company’s return on adjusted equity and
certain qualitative objectives; (iii) Mr. Akin’s eligibility to earn
bonuses based on the amount of equity capital the Company raises during 2008, to
be paid in restricted stock; (iv) certain restrictive covenants regarding
competition with the Company, confidentiality and non-disclosure; and (v) the
payment of certain amounts to Mr. Akin upon his termination prior to the
expiration of the Employment Agreement. Mr. Akin is also
eligible to participate in the Company’s other benefit plans and incentive plans
in effect from time to time.
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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10.6
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Employment
Agreement, dated as of March 31, 2008, between Dynex Capital, Inc. and
Thomas B. Akin
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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
4, 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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