8-K
BIMINI CAPITAL MANAGEMENT, INC. (BMNM)
UNITED STATES
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 15, 2021
Bimini Capital Management, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-32171
72-1571637
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
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:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (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 the
Act: None
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities 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 the
extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange
Act.
☐
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 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’s
independent registered public accounting firm for the
year ending December 31, 2021. As of April 15, 2021, the record
date for the Annual Meeting, there were 11,640,493
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 III Director.
Based on the results presented below,
Mr. Robert J. Dwyer was elected
to our
Board to serve until the 2024 annual meeting of the Company’s
stockholders 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 Registered
Public 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
York
Stock Exchange rules.
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.
Date: June 15, 2021
ORCHID ISLAND CAPITAL,
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer