UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant þ
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Filed
by a Party other than the Registrant ¨
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Check
the appropriate box:
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¨ Preliminary Proxy
Statement
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¨ Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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¨ Definitive
Proxy Statement
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þ Definitive
Additional Materials
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¨ Soliciting
Material Pursuant to §240.14a-12
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DYNEX
CAPITAL, INC.
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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þ No fee
required.
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¨ Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨ Fee previously
paid with preliminary materials.
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¨ Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Important
Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to be held on 5/14/08.
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This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
The
following materials are available for view at www.proxyvote.com:
• Notice
of Annual Meeting of Shareholders
• Proxy
Statement
• Form
of Common Proxy
• Form
of Series D Preferred Proxy
• 2007 Annual Report
To view
this material, have the 12-digit Control #(s) (located on the following page)
available.
If you
want to receive a paper or e-mail copy of the above listed documents you must
request one. There is no charge to you for requesting a copy. Please make your
request for a copy, as instructed below, no later than 4/30/08 to facilitate
timely delivery.
To
request these materials for the 2008 Annual Meeting, or for all future
shareholder meetings:Internet: www.proxyvote.com Telephone:
1-800-579-1639 **Email:
sendmaterial@proxyvote.com
**If
requesting material by e-mail please send a blank e-mail with the 12-digit
Control# (located on the following page) in the subject line. Requests,
instructions and other inquiries will NOT be forwarded to your investment
advisor.
 DYNEX
CAPITAL, INC.
4551
COX
ROAD
SUITE
300
GLEN
ALLEN, VA 23060
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DYNEX
CAPITAL, INC.
Vote
In Person
At
the
Meeting you will need to request a ballot to vote
these
shares.
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Vote
By Internet
To
vote now by
Internet, go to WWW.PROXYVOTE.COM.
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the meeting date. Have your notice in
hand when you access the web site and follow the
instructions.
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R1DXC1
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.
Meeting Location
The
Annual Meeting for holders as of 3/25/08
is to be
held on 5/14/08 at 9:00 a.m. ET
at: Marriott
Richmond West Hotel
4240 Dominion Boulevard
Glen Allen, Virginia 23060
To obtain directions to attend the Annual Meeting in
person,
please call the Richmond Marriott West hotel at
(804) 965-9500.
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Voting
items - Common
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
1. ELECTION
OF DIRECTORS
Nominees:
01) Thomas B.
Akin
02) Daniel K.
Osborne
03) Eric Von
der Porten
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2.
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Proposal
to ratify the selection of BDO Seidman, LLP, independent certified public
accountants, as auditors for the Company for the 2008 fiscal
year.
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The
proxies are authorized to vote in their discretion, upon such other
matters that may properly come before the meeting or any adjournment or
adjournments thereof.
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Voting
items - Preferred
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN PROPOSAL
1.
1. ELECTION
OF DIRECTORS
Nominees:
01) Leon A.
Felman
02) Barry
Igdaloff
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R1DXC4
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