SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 9, 2016
Bimini Capital Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-32171
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72-1571637
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3305 Flamingo Drive, Vero Beach, Florida 32963
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (772) 231-1400
N/A
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Bimini Capital Management, Inc. (the "Company") held on June 9, 2016 (the "Annual Meeting"), the stockholders voted on the following matters: (i) the election of one Class I director, (ii) the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016, (iii) the approval of the Rights Agreement dated December 21, 2015, and (iv) the approval, on an advisory basis, of the compensation of the Company's named executive officers. As of March 30, 2016, the record date for the Annual Meeting, there were 12,663,565 shares of common stock outstanding and entitled to vote. The full results of the matters voted on at the annual meeting of stockholders are set forth below:
Proposal 1— Election of Class I Director. Based on the results presented below, Mr. Frank E. Jaumot was elected to our Board to serve until the 2019 annual meeting of the Company's stockholders or until his successor is elected and qualified.
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Nominee for Director
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For
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Against
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Abstain
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Broker Non-Votes
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Frank E. Jaumot
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4,572,493
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705,330
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8,489
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5,289,883
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Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.
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For
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Against
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Abstain
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Broker Non-Votes
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10,503,793
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46,451
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25,951
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*
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___________
| * | No broker non-votes arose in connection with Proposal 2 due to the fact that the matter was considered "routine" under New York Stock Exchange rules. |
Proposal 3 — Ratification of Rights Agreement dated December 21, 2015. This Rights Agreement was approved upon the following vote.
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For
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Against
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Abstain*
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Broker Non-Votes*
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4,544,864
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729,546
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11,902
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5,289,883
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Proposal 4 — Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.
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For
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Against
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Abstain*
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Broker Non-Votes*
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4,668,293
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595,100
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22,919
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5,289,883
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___________
| * | 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 Proposals 3 and 4 and have no effect on the voting results on such proposals. |
Caution About Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward looking statements are based upon the Company's present expectations, but the Company cannot assure you that actual results will not vary from the expectations contained in the forward-looking statements. Investors should not place undue reliance upon forward looking statements. For further discussion of the factors that could affect outcomes, please refer to the "Risk Factors" section of the Company's Form 10-K for the year ended December 31, 2015. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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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Date: June 9, 2016
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ORCHID ISLAND CAPITAL, INC.
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By:
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/s/ Robert E. Cauley
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Robert E. Cauley
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Chairman and Chief Executive Officer
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