UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON,DC 20549

 

 

FORM

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

 

 

 

(Exact Name of Registrant as Specified in Charter)

 

 

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

,

,

 

(Address of Principal Executive Offices) (ZipCode)

 

 

Registrant’s telephone number,including area code

(

)

 

 

N/A

 

(Former Name or Former Address, if Changed Since LastReport)

 

 

 

Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

Written communications pursuantto Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

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 theAct: None

 

Indicate by check mark whether the registrant is an emerginggrowth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of theSecurities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

 

If an emerging growth company,indicate by check mark if the registrant has elected not to use theextended transition period

for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of theExchange

Act.

☐

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 5.07. Submissionof Matters to a Voteof Security Holders.

At the annual meeting of stockholders of Bimini Capital Management,Inc. (the “Company”) held on June 15, 2021 (the

“Annual Meeting”), the stockholders voted on the following matters:(i) the election of one Class III director,and (ii) the

ratification of the appointment of BDO USA, LLP as the Company’sindependent registered public accounting firm for the

year ending December 31, 2021. As of April 15, 2021, the recorddate for the Annual Meeting, there were 11,640,493shares

of common stock outstanding and entitled to vote.The full results of the matters voted on at the annual meetingof

stockholders are set forth below:

Proposal 1— Election of Class III Director.Based on the results presented below,Mr. Robert J. Dwyer was electedto our

Board to serve until the 2024 annual meeting of the Company’sstockholders or until his successor is elected and qualified

Nominee for Director

For

Against

Abstain

Broker Non-

Votes*

Robert J. Dwyer

2,981,677

72,888

252,884

4,515,134

___________

*

Pursuant to Maryland law and the voting requirements contained in Article I, Section 1.5 of the Company’s Amended and

Restated Bylaws, broker non-votes and abstentions are not counted as votes cast on Proposal 1 and have no effect on the voting

results on such proposal.

 

Proposal 2—Ratification of Appointment of Independent RegisteredPublic Accounting Firm. This proposal was ratified

upon the following vote.

 

For

Against

Abstain

Broker Non-Votes

7,202,814

602,530

17,239

*

___________

*

No broker non-votes arose in connection with Proposal 2 due to the fact that the matter was considered “routine” under New

YorkStock Exchange rules.

 

 

 

 

 

Signatures

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this reportto be signed on

its behalf by the undersigned hereunto duly authorized.

 

Date: June 15, 2021

ORCHID ISLAND CAPITAL,INC.

By:

/s/ Robert E. Cauley

Robert E. Cauley

Chairman and Chief Executive Officer