8-K
Orchid Island Capital, Inc. (ORC)
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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):
December 13, 2022
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-35236
27-3269228
(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:
Title of each class:
Trading symbol:
Name of each exchange
on which registered:
Common Stock, par value $0.01 per share
ORC
NYSE
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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December
13, 2022,
the Board
of Directors
(the “Board”)
of Orchid
Island Capital,
Inc. (the
“Company”) approved
and
adopted the
Company’s
Amended and
Restated Bylaws
(the “Amended
and Restated
Bylaws”) to
update provisions
relating
to stockholder meetings
to ensure compliance
with federal proxy
rules, including Rule
14a-19 under the
Securities Exchange
Act of
1934, as
amended (the
“Exchange Act”).
The Amended
and Restated
Bylaws became
effective upon
adoption by
the
Board. The Amended and Restated Bylaws include the following amendments,
among other updates:
Article II (Meetings of Stockholders) has been updated to:
●
Clarify that the Board may determine that a meeting of stockholders may be held by means of
remote communication;
●
Amend language to ensure that any stockholder casting a vote by
proxy complies with Maryland law and the Amended
and Restated Bylaws;
●
Reflect the requirement that any stockholder directly or indirectly soliciting proxies
from other stockholders must use a
proxy card color other than white, with the white proxy card being reserved
for exclusive use by the Board;
●
Update
the
provisions
related
to
the
information
required
to
be
included
in
a
stockholder’s
notice
of
nomination
of
individuals
for
election
as a
director
and
the information
required
to be
included
in
any notice
of other
business
the
stockholder proposes to bring before a meeting;
●
Require a stockholder
submitting a director
nomination to make
a written undertaking
that such stockholder
intends to
solicit holders of
shares representing at
least 67%
of the
voting power of
shares entitled to
vote on
the election
of directors
in support of the director nomination;
●
Update
the
accompanying
certifications
made
by
a
stockholder
submitting
a
notice
of
nomination
of
individuals
for
election as a director; and
●
Reflect that
the Company
will disregard
any proxy
authority granted
in favor
of any
proposed director
nominee if
the
stockholder soliciting
proxies in support
of such proposed
nominee abandons
the solicitation
or does not
comply with
Rule 14a-19 under the Exchange Act.
The above description of
certain provisions of
the Amended and
Restated Bylaws is
not intended to
be complete and
is qualified
in its entirety by reference to the full text of the Amended and Restated Bylaws filed as Exhibit
3.1 to this Form 8-K, which is
incorporated herein by reference.
Item 8.01.
Other Events.
On December 13, 2022, the Company also announced that the Board
declared a dividend for the month of December 2022 of
$0.16 per share of the Company’s
common stock, to be paid on January 27, 2023 to holders of record on December 30,
2022,
with an ex-dividend date of December 29, 2022. In addition, the Company announced
certain details of its RMBS portfolio as
of November 30, 2022 as well as certain other information regarding the Company.
A copy of the Company’s press release announcing
the dividend and the other information regarding the Company is
attached hereto as Exhibit 99.1 and incorporated herein by this reference.
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, including, but not limited
to, statements about the Company’s
distributions and expected funding of purchased assets. These forward
-looking statements are based upon the Company’s
present expectations, but the Company cannot assure investors 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
Annual Report on Form 10-K for the fiscal year ended December 31,
- 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
Description
3.1
Amended and Restated Bylaws of the Company
99.1
Press Release dated December 13, 2022
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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: December 13, 2022
ORCHID ISLAND CAPITAL,
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
orc8k20221213x31
ORCHID ISLAND CAPITAL,
INC.
AMENDED & RESTATED
BYLAWS
(As adopted by the Board of Directors on December 13, 2022)
ARTICLE I
OFFICES
Section 1.1
Principal Office
.
The principal office
of Orchid Island
Capital, Inc., a
Maryland corporation (the
“
Corporation
”), in the
State of Maryland
shall be located
at such place
as the board
of directors of
the Corporation (the
“
Board
of Directors
”) may designate.
Section 1.2
Additional Offices
.
The Corporation may have
additional offices, including
a principal executive
office, at such places as
the Board of
Directors may from time
to time determine or
the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1
Place
.
All meetings of
stockholders shall be
held at the
principal executive office of
the Corporation
or at
such other
place as
shall be
set in
accordance with
these Bylaws and
stated in
the notice of
the meeting.
The Board
of
Directors
is authorized
to determine
that a
meeting
not be
held
at any
place, but
instead may
be held
partially
or solely
by
means of remote
communication.
In accordance with
these Bylaws and
subject to any
guidelines and procedures
adopted by
the Board of Directors,
stockholders and proxy holders
may participate in any
meeting of stockholders held by
means of remote
communication
and
may
vote
at
such
meeting
as
permitted
by
Maryland
law.
Participation
in
a
meeting
by
these
means
constitutes presence in person at the meeting.
Section 2.2
Annual Meeting
.
An annual meeting of stockholders for the election of directors and the
transaction of any business within the powers of the Corporation shall be
held on the date and at the time and place set by the
Board of Directors.
Section 2.3
Special Meetings
.
(a)
General
.
Each
of
the
Chair
of
the
Board
of
Directors,
Chief
Executive
Officer,
President
and
Board
of
Directors may call a
special meeting of stockholders. Except
as provided in Section
2.3(b)(4), a special meeting
of stockholders
shall be held on
the date and at
the time and place
set by the
Chair of the Board
of Directors, Chief Executive
Officer, President,
Board of Directors or by whoever has
called the meeting. Subject to Section
2.3(b), a special meeting of stockholders shall
also
be called
by the
Secretary
of the
Corporation
to act
on any
matter that
may
properly be
considered
at a
special meeting
of
stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast
on such matter at such meeting.
(b)
Stockholder-Requested Special Meetings
.
(1)
Any stockholder of record seeking to have stockholders request a special meeting shall, by sending
written
notice
to the
Secretary
of the
Corporation
(the “
Record Date
Request
Notice
”) at
the
principal
executive
office of
the Corporation
by registered
mail, return
receipt requested,
request the
Board of
Directors to
fix a
record
date to
determine the
stockholders entitled
to request
a special
meeting (the
“
Request Record
Date
”). The
Record
Date Request Notice
shall set forth
the purpose of the meeting
and the matters proposed
to be acted on
at it, shall be
signed by one or
more stockholders of
record as of the
date of signature (or
their agents duly authorized
in a writing
accompanying the
Record Date
Request Notice),
shall bear
the date
of signature
of each
such stockholder
(or such
agent) and shall set forth all information relating to each such stockholder and each matter proposed
to be acted on at
the meeting
that would
be required
to be
disclosed in
connection with
the solicitation
of proxies
for the
election of
directors
in
an
election
contest
(even
if
an
election
contest
is
not
involved),
or
would
otherwise
be
required
in
connection with
such a solicitation,
in each case
pursuant to
Regulation 14A
(or any
successor provision)
under the
Securities Exchange
Act of
1934, as
amended, together
with the
rules and
regulations promulgated
thereunder (the
“
Exchange Act
”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record
Date. The Request Record Date
shall not precede and shall not
be more than ten (10) days after
the close of business
on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board
of Directors, within ten
(10) days after the
date on which a
valid Record Date Request
Notice is received, fails
to adopt
a resolution fixing the Request
Record Date, the Request Record
Date shall be the
close of business on
the tenth (10th)
day after the first date on which such Record Date Request Notice is received by
the Secretary.
(2)
In order for any stockholder
to request a special meeting
to act on any matter
that may properly be
considered at a
special meeting of stockholders,
one or more written
requests for a special
meeting (collectively,
the
“
Special
Meeting
Request
”)
signed
by
stockholders
of
record
(or
their
agents
duly
authorized
in
a
writing
accompanying the
request) as of
the Request Record
Date entitled to
cast not less
than a majority
of all of
the votes
entitled
to
be
cast
on
such
matter
at
such
meeting
(the
“
Special
Meeting
Percentage
”)
shall
be
delivered
to
the
Secretary.
In
addition,
the
Special
Meeting
Request
shall
(i)
set
forth
the
purpose
of
the
meeting
and
the
matters
proposed
to be
acted on
at it
(which
shall be
limited to
those lawful
matters
set forth
in the
Record
Date
Request
Notice received by the Secretary),
(ii) bear the date of signature
of each such stockholder
(or such agent) signing the
Special Meeting Request, (iii)
set forth (A) the name
and address, as they appear
in the Corporation’s
books, of each
stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (B) the class,
series and
number of all shares of stock of
the Corporation which are owned (beneficially or of record)
by each such stockholder
and (C) the
nominee holder for, and number
of, shares of
stock of the
Corporation owned beneficially but
not of record
by such stockholder,
(iv) be sent to
the Secretary by registered
mail, return receipt
requested, and (v) be
received by
the
Secretary
within
sixty
(60)
days
after
the
Request
Record
Date.
Any
requesting
stockholder
(or
agent
duly
authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke such stockholder’s
request for a special meeting at any time by written revocation delivered
to the Secretary.
(3)
The Secretary shall inform
the requesting stockholders of
the reasonably estimated cost
of preparing
and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The Secretary shall
not be required
to call
a special meeting
upon stockholder request
and such meeting
shall not be
held unless, in
addition
to
the
documents
required
by
Section
2.3(b)(2),
the
Secretary
receives
payment
of such
reasonably
estimated
cost
prior to the preparation and mailing or delivery of such notice of the meeting.
(4)
In
the
case
of
any
special
meeting
called
by
the
Secretary
upon
the
request
of
stockholders
(a
“
Stockholder-Requested Meeting
”), such
meeting shall
be held at
such place,
date and
time as may
be designated
by the Board of Directors; provided, however,
that the date of any Stockholder-Requested Meeting shall be not
more
than ninety (90) days after
the record date for such meeting
(the “
Meeting Record Date
”); and provided further that
if the Board of Directors fails to designate, within
ten (10) days after the date that a valid Special Meeting
Request is
actually received by the Secretary (the “
Delivery Date
”), a date and time for a Stockholder-Requested Meeting,
then
such meeting
shall be
held at 2:00
p.m., local
time, on
the ninetieth
(90th) day
after the Meeting
Record Date
or, if
such ninetieth (90th) day is not a Business Day (as defined below), on the first preceding Business Day; and provided
further that
in the
event that
the Board
of Directors
fails to
designate a
place for
a Stockholder-Requested
Meeting
within ten (10)
days after the
Delivery Date,
then such
meeting shall be
held at the
principal executive
office of
the
Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may
consider such factors
as
it
deems
relevant,
including,
without
limitation,
the
nature
of
the
matters
to
be
considered,
the
facts
and
circumstances surrounding any
request for the
meeting and any
plan of
the Board
of Directors
to call
an annual meeting
or a special
meeting. In the case
of any Stockholder-Requested Meeting, if
the Board of
Directors fails to
fix a Meeting
Record Date
that is
a date
within thirty
(30) days
after the Delivery
Date, then
the close
of business
on the
thirtieth
(30th) day after
the Delivery Date
shall be the
Meeting Record Date.
The Board of
Directors may revoke
the notice
for any Stockholder-Requested
Meeting in the
event that the
requesting stockholders fail to
comply with the
provisions
of Section 2.3(b)(3).
(5)
If written revocations of
the Special Meeting Request have
been delivered to the
Secretary and the
result is that stockholders
of record (or their
agents duly authorized in
writing), as of the
Request Record Date, entitled
to cast
less than
the Special
Meeting Percentage
have delivered,
and not
revoked, requests
for a
special meeting
on
the matter to the Secretary: (i) if the notice of meeting has not already been delivered, the Secretary shall refrain from
delivering the notice
of the meeting
and send to
all requesting stockholders
who have not
revoked such requests
written
notice
of any
revocation
of a
request
for
a special
meeting
on the
matter,
or (ii)
if the
notice of
meeting
has been
delivered and
if the
Secretary first
sends to
all requesting
stockholders who
have not
revoked requests
for a
special
meeting on the
matter written notice
of any revocation
of a request
for the special
meeting and written
notice of the
Corporation’s
intention
to revoke
the notice
of the
meeting
or for
the chair
of the
meeting
to adjourn
the meeting
without action on the matter, (A) the Secretary
may revoke the notice of the meeting at any time before ten (10) days
before the
commencement of the
meeting or (B)
the chair of
the meeting
may call the
meeting to order
and adjourn
the meeting without
acting on the
matter. Any request for
a special
meeting received after
a revocation by
the Secretary
of a notice of a meeting shall be considered a request for a new special meeting.
(6)
The Chair of the Board of
Directors, Chief Executive Officer,
President or Board of Directors
may
appoint regionally or nationally recognized
independent inspectors of elections to
act as the agent of the Corporation
for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request
received by
the Secretary.
For the
purpose of
permitting
the inspectors
to perform
such review,
no such
purported
Special
Meeting
Request
shall
be
deemed
to
have
been
delivered
to
the
Secretary
until
the
earlier
of
(i)
five
(5)
Business Days after receipt by the Secretary
of such purported request and (ii)
such date as the independent inspectors
certify to the
Corporation that the valid
requests received by the
Secretary represent, as
of the Request Record
Date,
stockholders
of
record
entitled
to
cast
not
less
than
the
Special
Meeting
Percentage.
Nothing
contained
in
this
paragraph (6) shall
in any way be
construed to suggest
or imply that
the Corporation or any
stockholder shall not
be
entitled to contest the validity of any
request, whether during or after such five
(5) Business Day period, or to take
any
other action (including,
without limitation, the
commencement, prosecution
or defense of any
litigation with respect
thereto, and the seeking of injunctive relief in such litigation).
(7)
For purposes of these Bylaws, “
Business Day
” shall mean any day other than a Saturday, a Sunday
or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order
to close.
Section 2.4
Notice
.
Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders,
the Secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is
entitled to notice
of the meeting notice
in writing or by
electronic transmission stating
the time and
place of the meeting
and,
in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by
mail, by presenting it to
such stockholder personally,
by leaving it at the
stockholder’s residence or usual
place of business or
by any
other
means permitted
by Maryland
law.
If mailed,
such notice
shall be
deemed
to be
given
when
deposited in
the
United States
mail addressed
to the
stockholder at
the stockholder’s
address as
it appears
on the
records of
the Corporation,
with postage
thereon prepaid.
If transmitted
electronically,
such notice
shall be
deemed to
be given
when transmitted
to the
stockholder
by
an
electronic
transmission
to
any
address
or
number
of
the
stockholder
at
which
the
stockholder
receives
electronic
transmissions.
The
Corporation
may
give
a
single
notice
to
all
stockholders
who
share
an
address,
which
single
notice shall be effective
as to any stockholder
at such address, unless
such stockholder objects to
receiving such single notice
or revokes a
prior consent to
receiving such single
notice. Failure to
give notice of
any meeting to
one or more
stockholders,
or any
irregularity in
such notice,
shall not
affect the
validity of
any meeting
fixed in
accordance with
this Article
II or
the
validity of any proceedings at any such meeting.
Subject to Section
2.11(a) of
this Article II, any
business of the Corporation
may be transacted at
an annual meeting
of stockholders
without being
specifically designated
in the
notice, except
such business
as is
required
by any
statute to
be
stated in such notice.
No business shall be
transacted at a special
meeting of stockholders except
as specifically designated in
the notice. The
Corporation may postpone
or cancel a meeting
of stockholders by making
a public announcement
(as defined
in Section 2.11(c)(4) of this Article
II) of such postponement or cancellation prior
to the meeting. Notice of the date, time and
place to which the
meeting is postponed shall
be given not less
than ten (10) days
prior to such date
and otherwise in the
manner
set forth in this section.
Section 2.5
Organization and
Conduct
.
Every meeting
of stockholders
shall be
conducted by
an individual
appointed by the Board of Directors to be chair of the meeting or,
in the absence of such appointment or appointed individual,
by the Chair of
the Board of Directors
or, in the case
of a vacancy in
the office or absence
of the Chair
of the Board of
Directors,
by one of the following officers present at the meeting in the following order: the Vice Chair of the Board of Directors, if there
is one, the Chief Executive Officer,
the President, the Vice
Presidents in their order of rank and
seniority, the
Secretary, or,
in
the absence
of such
officers,
a chair
chosen by
the stockholders
by the
vote of
a majority
of the
votes cast
by stockholders
present in person or by
proxy. The
Secretary,
or, in the
Secretary’s absence,
an Assistant Secretary,
or, in the
absence of both
the
Secretary
and
Assistant
Secretaries,
an
individual
appointed
by
the
Board
of
Directors
or,
in
the
absence
of
such
appointment,
an individual
appointed by
the chair
of the
meeting shall
act as
secretary of
the meeting.
In the
event that
the
Secretary
presides
at
a
meeting
of
stockholders,
an
Assistant
Secretary,
or,
in
the
absence
of
all
Assistant
Secretaries,
an
individual appointed by the Board of Directors or the chair of the meeting, shall
record the minutes of the meeting.
The order
of business
and all
other matters
of procedure
at any
meeting of
stockholders shall
be determined
by the
chair of the meeting.
Except as otherwise prescribed by
the Board of Directors, the
chair of the meeting
shall have the exclusive
power to prescribe such rules, regulations and procedures and
take such action as, in the
discretion of the chair and without any
action by the stockholders, are appropriate for the proper conduct
of the meeting, including, without limitation, (a) establishing
an agenda or order of business for the meeting; (b) restricting admission to the time set for the commencement of the meeting;
(c) limiting attendance at the meeting to
stockholders of record of the Corporation, their
duly authorized proxies and such other
individuals as the
chair of the meeting
may determine; (d)
limiting participation at
the meeting on
any matter to
stockholders
of record
of the
Corporation entitled
to vote
on such
matter,
their duly
authorized proxies
and other
such individuals
as the
chair of
the meeting
may determine;
(e) limiting
the time
allotted to
questions or
comments by
participants; (f)
determining
when and for how
long the polls should be
opened and when the
polls should be closed;
(g) maintaining order and
security at
the meeting;
(h) removing
any stockholder
or any
other individual
who refuses
to comply
with meeting
procedures, rules
or
guidelines as set forth
by the chair of
the meeting; (i) concluding
a meeting, or recessing,
postponing, delaying or
adjourning
the meeting,
for any reason,
in the presence
or absence of
a quorum, to
a later date
and time and
at a place
announced at the
meeting; (j) complying with any state and local laws and regulations concerning safety and security; and (k) restricting the use
of audio or
video recording devices
at the meeting.
The chair of
the meeting, in
addition to making
any other determinations
that may be
appropriate to the
conduct of
the meeting, shall,
if the facts
warrant, determine
and declare
to the meeting
that a
matter
of
business
was not
properly
brought
before
the
meeting
and
if
such
chair
should
so
determine,
such
chair
shall so
declare
to
the
meeting
and
any
such
matter
of
business
not
properly
brought
before
the
meeting
shall
not
be
transacted
or
considered. Unless otherwise determined by the chair of the meeting, meetings of stockholders shall not be required to be held
in accordance with the rules of parliamentary procedure.
Section 2.6
Quorum
.
At
any
meeting
of
stockholders,
the
presence
in
person
or
by
proxy
of
stockholders
entitled to cast a
majority of all
the votes entitled
to be cast
at such meeting
on any matter
shall constitute a
quorum; but this
section
shall
not
affect
any
requirement
under
any
statute
or
the
charter
of
the
Corporation
(the
“
Charter
”)
for
the
vote
necessary for the
approval of any
matter. If,
however, such
quorum is not
established at any
meeting of the
stockholders, the
chair of the meeting
may adjourn the meeting
sine die or from time
to time to a date
not more than one
hundred twenty (120)
days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at
which
a
quorum
shall
be
present,
any
business
may
be
transacted
which
might
have
been
transacted
at
the
meeting
as
originally
notified. The stockholders present either in person or by proxy, at a meeting which
has been duly called and at which a
quorum
has been established,
may continue
to transact business
until adjournment,
notwithstanding the
withdrawal from
the meeting
of enough stockholders to leave fewer than would be required to establish a quorum.
Section 2.7
Voting
.
A majority of the
votes cast at
a meeting of stockholders
duly called and at
which a quorum
is present
shall be
sufficient
to approve
any matter
which may
properly come
before the
meeting other
than the
election of
directors, unless more than
a majority of
the votes cast
is required by statute
or by the
Charter or by
Article XV of
these Bylaws.
A majority of all the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to
elect a director; provided, however, that if as of a date that is fourteen (14) days in advance of the date the Corporation files its
definitive proxy statement (regardless of whether or
not thereafter revised or supplemented) with the Securities and
Exchange
Commission
the
number
of
nominees
(including
those
proposed
nominees
identified
in
any
notices
delivered
pursuant
to
Section 2.11
and not withdrawn by
such date, determined
ineligible or determined
by the Board of
Directors (or a committee
thereof) to not create
a bona fide election contest)
exceeds the number of directors
to be elected, the directors
shall be elected
by a plurality
of all the votes
cast at any such
meeting of stockholders
duly called and
at which a quorum
is present.
For the
purposes of this section, a majority of all the votes
cast means that the number of shares voted “For” a
director must exceed the
number of shares cast “Against” that
director.
Unless otherwise provided by statute
or by the Charter, each
outstanding share
of the
Corporation’s
common stock,
regardless of
class, shall
be entitled
to one
vote on
each matter
submitted to
a vote
at a
meeting of
stockholders. Voting
on any
question or
in any
election may
be viva
voces unless
the chair
of the
meeting shall
order that voting be by ballot or otherwise.
Section 2.8
Proxies
.
A holder of record of shares
of stock of the Corporation
may cast votes in person
or by a
proxy
that
is
(a)
executed
or
authorized
by
the
stockholder
or
by
the
stockholder’s
duly
authorized
agent
in
any
manner
permitted by law, (b)
compliant with Maryland
law and
these Bylaws
and (c) filed
in accordance with
the procedures established
by the Corporation. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary of the Corporation
before or at the meeting. No proxy shall be valid
more than eleven (11) months after
its date, unless otherwise provided in the
proxy.
Any stockholder
directly or
indirectly soliciting
proxies from
other stockholders
must use
a proxy
card color
other
than white, which shall be reserved for the exclusive use by the Board of Directors.
Section 2.9
Voting
of
Stock
By
Certain
Holders
.
Stock
of
the
Corporation
registered
in
the
name
of
a
corporation, partnership, trust,
limited liability company
or other entity,
if entitled to be
voted, may be voted
by the president
or a vice
president, general partner,
trustee or managing
member thereof, as
the case may
be, or a
proxy appointed
by any of
the
foregoing
individuals,
unless
some
other
person
who
has
been
appointed
to
vote
such
stock
pursuant
to
a
bylaw
or
a
resolution of
the governing
body of
such corporation
or other
entity or
agreement of
the partners
of a
partnership presents
a
certified copy of such
bylaw, resolution or agreement, in which
case such person
may vote such stock.
Any director or
fiduciary
may vote stock registered in the name of such person in the capacity of such director
or fiduciary, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not
be
counted in determining the total number of outstanding shares entitled to be voted at
any given time, unless they are held by it
in a fiduciary
capacity,
in which case
they may be
voted and shall be
counted in determining
the total number
of outstanding
shares at any given time.
The Board
of Directors
may adopt
by resolution
a procedure
by which
a stockholder
may certify
in writing
to the
Corporation that
any shares
of stock
registered in
the name
of the
stockholder are
held for
the account
of a
specified person
other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification,
the purpose
for which the certification
may be made, the form of
certification and the information
to be contained in it;
if the certification
is with respect
to a record
date, the time
after the record
date within which
the certification must
be received by
the Corporation;
and
any
other
provisions
with
respect
to
the
procedure
which
the
Board
of
Directors
considers
necessary
or
desirable.
On
receipt by the
Corporation of such
certification, the person
specified in the
certification shall be
regarded as, for
the purposes
set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
Section 2.10
Inspectors
.
The
Board
of
Directors
or
the
chair
of
the
meeting
may
appoint,
before
or
at
the
meeting, one or more inspectors for the meeting and any
successor to the inspector. Except as otherwise provided by the Board
of Directors or the Chair of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented
at
the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents,
(c) report such tabulation to the chair of the meeting, (d) hear and determine all challenges and questions arising in connection
with the
right to
vote, and
(e) do
such acts
as are
proper to
fairly conduct
the election
or vote.
Each such
report shall
be in
writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there
is more than one inspector, the
report of a majority shall
be the report of
the inspectors. The report of
the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting shall be
prima facie evidence thereof.
Section 2.11
Advance Notice of Nominees for Director and Other Stockholder
Proposals
.
(a)
Annual Meetings of Stockholders
.
(1)
Nominations of individuals for election to the Board of Directors
and the proposal of other business
to
be
considered
by
the
stockholders
may
be
made
at
an
annual
meeting
of
stockholders
(i)
pursuant
to
the
Corporation’s notice
of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by
any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice by the stockholder as provided for in this
Section 2.11(a),
at the record date
set by the Board
of Directors for
the purpose of determining
stockholders entitled
to vote at the annual meeting,
and at the time of the
annual meeting (and any postponement
or adjournment thereof),
who is
entitled to
vote at
the meeting
in the
election of
each individual
so nominated
or on
any such
other business
and who has complied with this Section 2.11(a).
(2)
For
any
nomination
or
other
business
to
be
properly
brought
before
an
annual
meeting
by
a
stockholder pursuant
Section 2.11(a)(1)(iii),
the stockholder
must have
given timely
notice thereof
in writing
to the
Secretary
of
the
Corporation
and
any
such
other
business
must
otherwise
be
a
proper
matter
for
action
by
the
stockholders. To be
timely, a stockholder’s notice
shall set forth all information and certifications required under this
Section 2.11 and shall be delivered to
the Secretary at the principal
executive office of the Corporation not earlier
than
the one hundred fiftieth (150th) day nor later than 5:00 p.m., Eastern Time,
on the one hundred twentieth (120th) day
prior to
the first (1st)
anniversary of
the date of
the proxy
statement (as defined
in Section 2.11(c)(4)
of this Article
II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than
thirty (30) days from the first
(1st) anniversary of the date
of the preceding year’s
annual meeting, notice
by the stockholder
to be timely
must be so
delivered not earlier
than the one
hundred fiftieth
(150th) day prior to the date of such annual meeting and not later
than 5:00 p.m., Eastern Time, on the later of the one
hundred twentieth (120th) day prior to the
date of such annual meeting, as
originally convened, or the tenth (10th) day
following the day on which public announcement of the date of such meeting is first made. The public announcement
of a
postponement or
adjournment of
an annual
meeting shall
not commence
a new
time period
for the
giving of
a
stockholder’s notice as described above.
(3)
A stockholder’s notice described in Section 2.11(a)(2)
shall set forth:
(i)
As to each
individual whom the stockholder
proposes to nominate
for election or reelection
as a director (each, a “
Proposed Nominee
”), all information relating to the Proposed Nominee
that would be
required
to
be
disclosed
in
connection
with
the
solicitation
of
proxies
for
the
election
of
the
Proposed
Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise
be required in connection
with such solicitation,
in each case pursuant
to Regulation 14A (or
any successor
provision) under the Exchange Act.
(ii)
As to any
other business that
the stockholder
proposes to bring
before the meeting,
(A) a
description
of such
business (including
the
text of
any
proposal),
the stockholder’s
reasons for
proposing
such business at
the meeting and
any material interest
in such business
of such stockholder
or any
Stockholder
Associated Person
(as defined below),
individually or in
the aggregate, including
any anticipated benefit
to
the stockholder
or the
Stockholder Associated
Person therefrom
and (B)
any other
information relating
to
such item of business
that would be required
to be disclosed in
a proxy statement or
other filing required to
be made in connection with solicitations of proxies in support of the business proposed
to be brought before
the meeting pursuant to Regulation 14A (or any successor provision)
of the Exchange Act.
(iii)
As
to
the
stockholder
giving
the
notice,
any
Proposed
Nominee
and
any
Stockholder
Associated Person: (A)
the class,
series and number
of all
shares of
stock or
other securities of
the Corporation
or any
affiliate thereof
(collectively,
the “
Company Securities
”), if
any,
which are
owned (beneficially
or
of record) by such
stockholder, Proposed Nominee or Stockholder Associated Person,
the date on which
each
such Company
Security was
acquired and
the investment
intent of
such acquisition,
and any
short interest
(including any
opportunity to
profit or
share in
any benefit from
any decrease
in the
price of
such stock or
other security) in any Company
Securities of any such person;
(B) any derivative, swap or other
transaction
or
series
of
transactions
engaged
in,
directly
or
indirectly,
by
such
stockholder,
Proposed
Nominee
or
Stockholder Associated Person,
the purpose or
effect of which
is to
give such stockholder, Proposed
Nominee
or Stockholder Associated
Person economic risk
similar to ownership of
shares of any class or
series of the
Corporation,
including
due
to
the
fact
that
the
value
of
such
derivative,
swap
or
other
transactions
is
determined by reference to
the price, value
or volatility of
any shares of
any class or
series of the
Corporation,
or which derivative, swap or other transactions provides, directly or indirectly, the opportunity to profit from
any
increase
in
the
price
or
value
of
shares
of
any
class or
series
of
the
Corporation
(“
Synthetic Equity
Interests
”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative,
swap or other
transactions convey
any voting rights
in such shares
to such stockholder,
Proposed Nominee
or Stockholder
Associated Person,
(y) the
derivative, swap
or other
transactions are
required to
be, or
are
capable
of
being,
settled
through
delivery
of
such
shares
or
(z)
such
stockholder,
Proposed
Nominee
or
Stockholder Associated Person may have entered into other transactions that hedge or mitigate
the economic
effect of such derivative, swap or other transactions, (C) any proxy, contract, arrangement, understanding, or
relationship pursuant to which such stockholder, Proposed Nominee or Stockholder Associated Person has a
right
to
vote
or
direct
the
voting
power
of
any
security
of
the
Corporation,
(D)
any
short interest
in
any
security of the
Corporation (for purposes
of these Bylaws
a person shall
be deemed to
have a short
interest
in
a
security
if
such
person
directly
or
indirectly,
through
any
contract,
arrangement,
understanding,
relationships or
otherwise, has the
opportunity to
profit or share
in any profit
derived from any
decrease in
the value of the subject security), (E) any
rights to dividends on the shares
of stock of the Corporation owned
beneficially
by such
stockholder,
Proposed
Nominee or
Stockholder
Associated Person
that are
separated
from the
underlying shares
of stock
of the
Corporation, (F)
any proportionate
interest in
shares of
stock of
the Corporation or Synthetic
Equity Interests held, directly
or indirectly,
by a general or limited
partnership
in
which
such
stockholder,
Proposed
Nominee
or
Stockholder
Associated
Person
is
a
general
partner
or,
directly
or indirectly,
beneficially
owns an
interest in
a general
partner,
(G) any
performance-related
fees
(other than an
asset-based fee) that
such stockholder,
Proposed Nominee or
Stockholder Associated Person
is entitled to based on any increase
or decrease in the value of shares of
the Corporation, if any, as of the date
of
such
notice,
including
without
limitation
any
such
interests
held
by
members
of
such
stockholder’s,
Proposed
Nominee’s
or
Stockholder
Associated
Person’s
immediate
family
sharing
the
same
household
(which
information
required by
this subsection
(iii) shall
be supplemented
by such
stockholder,
Proposed
Nominee or Stockholder Associated Person and beneficial owner, if any, not later than
ten (10) days after the
record date
for the
meeting to
disclose such
ownership as
of the
record date),
(H) any
substantial interest,
direct
or
indirect
(including,
without
limitation,
any
existing
or
prospective
commercial,
business
or
contractual
relationship
with
the
Corporation),
by
security
holdings
or
otherwise,
of
such
stockholder,
Proposed Nominee or Stockholder
Associated Person, in the Corporation
or any affiliate thereof,
other than
an interest arising from the ownership of Company Securities
where such stockholder, Proposed Nominee or
Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other
holders
of
the
same
class
or
series
of
Company
Securities,
(I)
the
nominee
holder
for,
and
number
of
Company
Securities
owned
beneficially
but
not
of
record
by
such
stockholder,
Proposed
Nominee
or
Stockholder Associated Person and
(J) any other
information relating to
such stockholder, Proposed Nominee
or Stockholder
Associated Person
and beneficial
owner,
if any,
that would
be required
to be
disclosed in
a
proxy
statement
or
other
filings
required
to
be
made
in
connection
with
solicitations
of
proxies
for,
as
applicable,
the proposal
and/or for
the election
of directors
in a
contested election
pursuant
to Regulation
14A (or any successor provision) of the Exchange Act.
(iv)
As to the
stockholder giving the notice,
any Stockholder Associated Person
with an interest
or ownership referred to in
clauses (ii) or (iii)
of Section 2.11(a)(3) and any Proposed
Nominee: (A) the name
and address of such stockholder, as they appear on the Corporation’s
stock ledger, and the current name and
business address, if
different, of each
such Stockholder Associated
Person and any Proposed
Nominee; and
(B) the investment
strategy or
objective, if
any,
of such stockholder
and each such
Stockholder Associated
Person who is not an individual and a copy of the prospectus, offering memorandum or
similar document, if
any,
provided to investors
or potential investors
in such stockholder
and each such
Stockholder Associated
Person.
(v)
The name
and address
of any
person who
contacted or
was contacted
by the
stockholder
giving
the
notice
or
any
Stockholder
Associated
Person
about
the
Proposed
Nominee
or
other
business
proposal prior to the date of such stockholder’s notice.
(vi)
To
the extent
known by
the stockholder
giving
the notice,
the name
and
address of
any
other person supporting the nominee for election or reelection
as a director or the proposal of other business
on the date of such stockholder’s notice.
(vii)
If the stockholder is proposing one or more Proposed Nominees, a
representation that such
stockholder, Proposed Nominee or Stockholder Associated Person intends
or is part of
a group which intends
to solicit the holders of shares representing at least 67% of the voting power of
shares entitled to vote on the
election
of
directors
in
support
of
Proposed
Nominees
in
accordance
with
Rule 14a-19
(or
any
successor
provision) of the Exchange Act.
(viii)
All
other
information
regarding
the
stockholder
giving
the
notice
and
each
Stockholder
Associated
Person
that
would
be
required
to
be
disclosed
by
the
stockholder
in
connection
with
the
solicitation of
proxies for
the election
of directors
in an
election contest
(even if
an election
contest is
not
involved),
or would
otherwise be
required in
connection with
such a
solicitation, in
each case
pursuant
to
Regulation 14A (or any successor provision) under the Exchange Act.
(4)
Such stockholder’s notice shall, with respect to any Proposed Nominee,
be accompanied by:
(i) a
written representation
and agreement
(in a
form provided
by the
Secretary on
written request)
executed by the Proposed Nominee:
(A) certifying that such Proposed Nominee (I)
is not and will
not become a party to (x)
any
agreement, arrangement or understanding with, and has not given any commitment or assurance to,
any person
or entity
as to
how the
Proposed Nominee,
if elected
as a
director of
the Corporation,
will act or vote
on any issue or
question (a “
Voting
Commitment
”) that has not
been disclosed to
the
Corporation
or
(y)
any
Voting
Commitment
that
could
limit
or
interfere
with
the
Proposed
Nominee’s
ability
to
comply,
if
elected
as
a
director
of
the
Corporation,
with
the
Proposed
Nominee’s
duties under applicable
law, (II)
is not, and
will not become
a party to, any
agreement,
arrangement or
understanding with
any person
or entity
other than
the Corporation
in connection
with service or action as a director that has not been disclosed to the Corporation, (III) will serve as
a
director
of
the
Corporation
if
elected
and
will
notify
the
Corporation
simultaneously
with
the
notification
to
the
stockholder
of
the
Proposed
Nominee’s
actual
or
potential
unwillingness
or
inability to serve as
a director and (IV)
does not need any
permission or consent from
any third party
to
serve
as
a
director
of
the
Corporation,
if
elected,
that
has
not
been
obtained,
including
any
employer or any other board or governing body on which such Proposed
Nominee serves;
(B) attaching copies of any and all requisite permissions or consents; and
(C) attaching a completed
Proposed Nominee questionnaire (which
questionnaire shall be
provided by the Corporation, upon request, to
the stockholder providing the notice and
shall include
all
information
relating
to
the
Proposed
Nominee
that
would
be
required
to
be
disclosed
in
connection with the solicitation of proxies for the election of the Proposed Nominee as a director in
an election
contest (even if
an election contest
is not involved),
or would otherwise
be required
in
connection
with
such
solicitation,
in
each
case
pursuant
to
Regulation
14A
(or
any
successor
provision)
under
the
Exchange
Act,
or
would
be
required
pursuant
to
the
rules
of
any
national
securities exchange on which any securities
of the Corporation are listed
or over-the-counter market
on which any securities of the Corporation are traded);
(ii) a certificate executed by the stockholder certifying that such stockholder
will:
(A)
comply
with
Rule 14a-19
(or
any
successor
provision)
promulgated
under
the
Exchange
Act
in
connection
with
such
stockholder’s
solicitation
of
proxies
in
support
of
any
Proposed Nominee;
(B)
notify
the
Corporation
as
promptly
as
practicable
of
any
determination
by
the
stockholder to
no longer
solicit proxies
for the
election of
any Proposed
Nominee as
a director
at
the annual meeting;
(C)
furnish
such other
or
additional information
as the
Corporation
may
request
for
the
purpose of determining whether the requirements of this Section 2.11 have been complied with and
evaluating any nomination or other business described in the stockholder’s
notice; and
(D) appear
in person
or by
proxy at
the meeting
to nominate
any Proposed
Nominees to
bring such
business before
the meeting,
as applicable,
and acknowledging
that if
the stockholder
does not
so appear
in person
or by
proxy at
the meeting
to nominate
such Proposed
Nominees or
bring such business before
the meeting, as applicable,
the Corporation need not
bring such Proposed
Nominee or
such business for
a vote at
such meeting
and any proxies
or votes cast
in favor
of the
election of any
such Proposed Nominee
or of any
proposal related to
such other business
need not
be counted or considered.
(5)
Notwithstanding
anything
in this
Section 2.11(a)
to the
contrary,
in the
event that
the number
of
directors to
be elected to
the Board of
Directors is increased,
and there
is no public
announcement of
such action at
least one hundred thirty (130) days prior to the first (1st) anniversary of the date of the proxy statement (as defined in
Section 2.11(c)(4) of this Article II) for
the preceding year’s annual meeting, a stockholder’s
notice required by clause
(iii) of paragraph (a)(1) of this Section 2.11 shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive office
of the
Corporation not
later than 5:00
p.m., Eastern
Time, on
the tenth
(10th) day
following the
day on
which such
public
announcement is first made by the Corporation.
(6)
For purposes of this
Section 2.11, “
Stockholder Associated Person
” of any stockholder shall
mean
(i) any person acting in
concert with such stockholder or
another Stockholder Associated Person or
who is otherwise
a “participant” (as defined in
Instruction 3 to Item
4 of Schedule 14A
(or any successor provision) under
the Exchange
Act) in the solicitation, (ii) any beneficial owner of shares of stock of the Corporation owned of
record or beneficially
by
such
stockholder
(other
than
a
stockholder
that
is
a
depositary)
and
(iii)
any
person
that
directly,
or
indirectly
through one or more intermediaries,
controls, or is controlled
by, or
is under common control with,
such stockholder
or such Stockholder Associated Person.
(b)
Special
Meetings
of
Stockholders
.
Only
such
business
shall
be
conducted
at
a
special
meeting
of
stockholders as
shall have been
brought before
the meeting pursuant
to the Corporation’s
notice of
meeting. Nominations
of
individuals for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be
elected only
(1) by
or at
the direction
of the
Board of
Directors or
(2) provided
that the
special meeting
has been
called in
accordance with
Section 2.3(a)
of this
Article II
for the
purpose of
electing directors,
by any
stockholder of
the Corporation
who is
a stockholder
of record
at the
time of
giving of
notice provided
for in
this Section
2.11,
at the
record date
set by
the
Board of
Directors for
the purpose
of determining
stockholders entitled
to vote
at the special
meeting, and
at the
time of
the
special meeting (and
any postponement or adjournment
thereof), who is entitled
to vote at the meeting
in the election of each
individual so nominated and who has complied with the notice procedures set forth in this Section 2.11.
Section 2.11(a)(1)(iii)
above
shall
be
the
exclusive
means
for
a
stockholder
to
propose
business
to
be
brought
before
a
special
meeting
of
the
stockholders.
In
the
event
the
Corporation
calls
a
special
meeting
of
stockholders
for
the
purpose
of
electing
one
or
more
individuals
to
the
Board
of
Directors,
any
stockholder
may nominate
an
individual
or
individuals
(as
the
case
may
be) for
election
as
a
director
as
specified
in
the
Corporation’s
notice
of
meeting,
if
the
stockholder’s
notice,
containing
all
of
the
information and certifications
required by Section
2.11(a)(4), is delivered
to the Secretary
at the principal
executive office
of
the Corporation
not earlier
than the
one hundred
twentieth (120th)
day prior
to such
special meeting
and not
later than
5:00
p.m., Eastern Time
on the later
of the ninetieth
(90th) day prior
to such special
meeting or the
tenth (10th) day
following the
day on which
public announcement is
first made of
the date of
the special meeting.
The public announcement
of a
postponement
or adjournment of a special
meeting shall not commence a new
time period for the giving
of a stockholder’s notice as
described
above.
(c)
General
.
(1)
If
any
information
or
certification
submitted
pursuant
to
this
Section
2.11
by
any
stockholder
proposing a
nominee for election
as a
director or
any proposal
for other
business at
a meeting
of stockholders, including
any
certification
from
a
Proposed
Nominee,
shall
be
inaccurate
in
any
material
respect,
such
information
or
certification may
be deemed
not to
have been
provided in
accordance with
this Section
2.11.
Any such
stockholder
shall notify
the Corporation
of any inaccuracy
or change
(within two (2)
Business Days of
becoming aware
of such
inaccuracy or change) in any such information or certification. Upon
written request by the Secretary or the Board of
Directors, any such stockholder or Proposed Nominee shall
provide, within five (5) Business Days
of delivery of such
request (or such
other period as
may be specified in
such request), (i)
written verification, satisfactory, in the discretion
of the Board of Directors or
any authorized officer of the Corporation, to demonstrate
the accuracy of any information
submitted
by
the
stockholder
pursuant
to
this
Section
2.11,
(ii)
a
written
update
of
any
information
(including,
if
requested
by
the
Corporation,
written
confirmation
by
such
stockholder
that
it
continues
to
intend
to
bring
such
nomination or other
business proposal before
the meeting and, if
applicable, satisfy the requirements
of Rule 14a-19
(or any successor provision) of the Exchange Act) submitted by the stockholder pursuant to this Section 2.11 as of an
earlier date
and (iii) an updated
certification by each
Proposed Nominee that
such individual will
serve as a
director
of the Corporation if
elected. If a stockholder or
Proposed Nominee fails to provide
such written verification, update
or certification
within such period,
the information as
to which such
written verification, update
or certification
was
requested may be deemed not to have been provided in accordance with this Section
2.11.
(2)
Only such individuals who are
nominated in accordance with
this Section 2.11
shall be eligible for
election by stockholders as directors,
and only such business shall be conducted
at a meeting of stockholders as shall
have
been
brought
before
the
meeting
in
accordance
with
this
Section
2.11.
A
stockholder
proposing
a
Proposed
Nominee shall have no right to (i)
nominate a number of Proposed Nominees
that exceeds the number of directors to
be elected at the
meeting or (ii) substitute
or replace any Proposed
Nominee unless such substitute
or replacement is
nominated in
accordance with
this Section
2.11 (including
the timely
provision of
all information
and certifications
with respect
to such
substitute or
replacement Proposed
Nominee in
accordance with
the deadlines
set forth
in this
Section 2.11).
If the Corporation
provides notice
to a stockholder
that the number
of Proposed
Nominees proposed
by such stockholder exceeds the number
of directors to be elected at a meeting,
the stockholder must provide written
notice to the
Corporation within five
(5) Business Days
stating the names
of the Proposed
Nominees that
have been
withdrawn so that the number of Proposed Nominees proposed by
such stockholder no longer exceeds the number of
directors to be elected at a meeting.
If any individual who is nominated in accordance with
this Section 2.11 becomes
unwilling or unable
to serve on
the Board of
Directors, then the
nomination with
respect to such
individual shall no
longer be valid
and no votes may
validly be cast
for such individual.
The chair of
the meeting shall have
the power
to determine
whether a
nomination
or any
other business
proposed
to be
brought before
the meeting
was made
or
proposed, as the case may be, in accordance with this Section 2.11.
(3)
Notwithstanding the foregoing
provisions of this Section
2.11, the Corporation
shall disregard any
proxy
authority
granted
in
favor
of,
or
votes
for,
director
nominees
other
than
the
Corporation’s
nominees
if
the
stockholder or Stockholder Associated Person
(each, a “
Soliciting Stockholder
”) soliciting proxies in support
of such
director
nominees
abandons
the
solicitation
or
does
not
(i)
comply
with
Rule 14a-19
(or
any
successor
provision)
promulgated
under
the
Exchange
Act,
including
any
failure
by
the
Soliciting
Stockholder
to
(A) provide
the
Corporation with
any notices
required thereunder
in a
timely manner
or (B)
comply with
the requirements
of Rule
14a-19(a)(2) and Rule 14a-19(a)(3) (or
any successor provisions) promulgated
under the Exchange Act or (ii) timely
provide sufficient
evidence, in the
determination of
the Board of
Directors, sufficient
to satisfy the
Corporation that
such Soliciting Stockholder has met the requirements of Rule 14a-19 (or any successor provision) promulgated under
the
Exchange
Act
in
accordance
with
the
following
sentence.
Any
Soliciting
Stockholder
providing
notice
of
nomination pursuant
to this
Section 2.11
shall, no
later than five
(5) Business
Days prior
to the
applicable meeting,
deliver
to
the
Corporation
(i) a
certificate
executed
by
such
Soliciting
Stockholder
certifying
that
such
Soliciting
Stockholder has
met the requirements
of Rule 14a-19(a)
(or any successor
provision) and (ii) sufficient
evidence, in
the judgment of
the Board of
Directors, that such
Soliciting Stockholder has
met the
requirements of Rule 14a-19(a)(3)
(or any successor provision) promulgated under the Exchange Act.
(4)
For purposes of this Section 2.11, “the date of the proxy statement” shall have the same meaning as
“the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the
Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement”
shall mean disclosure (i) in
a press release reported by
the Dow Jones News
Service, Associated Press, Business Wire,
PR Newswire or other widely
circulated news or wire
service or (ii) in
a document publicly filed
by the Corporation
with the Securities and Exchange Commission pursuant to the Exchange
Act.
(5)
Notwithstanding the foregoing provisions of this Section 2.11, a stockholder shall also comply with
all applicable requirements of state law and of
the Exchange Act and the rules and regulations
thereunder with respect
to
the
matters
set
forth
in
this Section
2.11.
Nothing
in
this Section
2.11
shall
be
deemed
to
affect
any
right
of
a
stockholder
to
request
inclusion
of
a
proposal
in,
or
the
right
of
the
Corporation
to
omit
a
proposal
from,
the
Corporation’s proxy statement pursuant
to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing
in this
Section 2.11 shall require
disclosure of revocable
proxies received by
the stockholder
or Stockholder Associated
Person
pursuant
to
a
solicitation
of
proxies
after
the
filing
of
an
effective
Schedule
14A
by
such
stockholder
or
Stockholder Associated Person under Section 14(a) of the Exchange Act.
Section 2.12
Voting
by Ballot
.
Voting
on any question or in any election may be viva voce unless the chair of
the meeting shall order that voting be by ballot.
Section 2.13
Control Share Acquisition Act
.
Notwithstanding any other provision of the Charter or these
Bylaws, Title 3, Subtitle 7 of the Maryland General
Corporation Law (or any successor statute) (the “
MGCL
”) shall not
apply to any acquisition by any person of shares of stock of the Corporation. This
section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and, upon
such repeal, may, to the extent provided
by any successor bylaw,
apply to any prior or subsequent control share acquisition.
ARTICLE III
DIRECTORS
Section 3.1
General Powers
.
The business and affairs of the Corporation shall be managed under the direction
of its Board of Directors.
Section 3.2
Number,
Tenure
and Resignation
.
At any
regular meeting
of the
Board of
Directors or
at any
special meeting
of the
Board of
Directors called
for that
purpose, a
majority of
the entire
Board of
Directors may
establish,
increase or decrease
the number of
directors, provided that
the number thereof
shall never be
less than the
minimum number
required
by the
MGCL
nor
more
than
fifteen
(15),
and
further
provided
that
the
tenure
of
office
of
a
director
shall not
be
affected
by any
decrease
in the
number of
directors. Directors
shall hold
their offices
for terms
expiring
at the
next
annual
meeting
of
stockholders
of
the
Corporation
and
when
their
successors
are
duly
elected
and
qualify.
Any
director
of
the
Corporation may resign
at any time by
delivering a resignation
to the Board of
Directors, the Chair
of the Board
of Directors
or the Secretary. Any resignation shall take effect immediately upon its
receipt or at such later
time specified in the resignation.
The acceptance of a resignation shall not be necessary to make it effective
unless otherwise stated in the resignation.
Section 3.3
Annual
and
Regular
Meetings
.
An
annual
meeting
of
the
Board
of
Directors
shall
be
held
immediately
after and
at the
same place
as the
annual meeting
of stockholders,
with no
notice
other than
this Bylaw
being
necessary.
In the event
such meeting is not
so held, the
meeting may be
held at such
time and place
as shall be specified
in a
notice given
as hereinafter
provided for
special meetings
of the
Board of
Directors. The
Board of
Directors may
provide, by
resolution,
the time
and place
for
the holding
of regular
meetings of
the Board
of Directors
without
other
notice than
such
resolution.
Section 3.4
Special Meetings
.
Special meetings of the Board of Directors may be called by or at the request of
the Chair of the Board of Directors, the Chief Executive Officer, the President or a majority of the directors then in office. The
person or persons authorized
to call special meetings of
the Board of Directors may fix
any place as the place
for holding any
special meeting
of the
Board of
Directors called
by them.
The Board
of Directors
may provide,
by resolution,
the time
and
place for the holding of special meetings of the Board of Directors without other notice
than such resolution.
Section 3.5
Notice
.
Notice of any special meeting of the Board of Directors shall be delivered personally or by
telephone, electronic mail, facsimile transmission,
courier or United States mail
to each director at such director’s
business or
residence
address.
Notice
by
personal
delivery,
telephone,
electronic
or
facsimile
transmission
shall
be
given
at
least
twenty-four
(24) hours
prior to
the meeting.
Notice by
United States
mail shall
be given
at least
three (3)
days prior
to the
meeting. Notice
by courier
shall be
given at
least two
(2) days
prior to
the meeting.
Telephone
notice shall
be deemed
to be
given when the director or such
director’s agent is personally given such notice in
a telephone call to which the
director or such
director’s agent is a
party. Electronic mail notice shall
be deemed to be
given upon transmission of
the message to
the electronic
address
given
to
the
Corporation
by
the
director.
Facsimile
transmission
notice
shall
be
deemed
to
be
given
upon
completion of the transmission
of the message
to the number
given to the
Corporation by the
director and receipt of
a completed
answer-back indicating receipt. Notice by United
States mail shall be deemed to be given when deposited
in the United States
mail properly addressed, with postage
thereon prepaid. Notice by courier
shall be deemed to be given
when deposited with or
delivered to
a courier properly
addressed. Neither
the business to
be transacted
at, nor the
purpose of,
any annual,
regular or
special meeting of the Board of Directors need be stated in the notice, unless specifically
required by statute or these Bylaws.
Section 3.6
Quorum
.
A majority
of the directors
shall constitute
a quorum
for transaction
of business at
any
meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority
of the directors present may adjourn the
meeting from time to time without
further notice, and provided further that if,
pursuant
to applicable law,
the Charter or
these Bylaws, the
vote of a
majority or other
percentage of a
particular group of
directors is
required for action, a quorum must also include a majority or such other percentage
of such group.
The
directors
present
at
a
meeting
which
has
been
duly
called
and
at
which
a
quorum
has
been
established
may
continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave
fewer than required to establish a quorum.
Section 3.7
Voting
.
The action of a majority of the directors present at a meeting at which a quorum is present
shall
be
the
action
of the
Board
of
Directors,
unless
the
concurrence
of
a greater
proportion
is required
for
such action
by
applicable law, the
Charter or these Bylaws, provided that if, pursuant to applicable law,
the Charter or these Bylaws, the vote
of a majority or other percentage of a
particular group of directors is required for action,
a quorum must also include a majority
or such
other percentage
of such
group. If
enough directors
have withdrawn
from a
meeting to
leave fewer
than required
to
establish
a
quorum,
but
the
meeting
is
not
adjourned,
the
action
of
the
majority
of
that
number
of
directors
necessary
to
constitute a quorum at such
meeting shall be the
action of the Board
of Directors, unless the
concurrence of a greater proportion
is required for such action by applicable law,
the Charter or these Bylaws.
Section 3.8
Organization
.
At each meeting
of the Board
of Directors, the
Chair of the
Board of Directors
or,
in the absence of the Chair, the Vice Chair of the Board of Directors,
if any, shall act as chair of the meeting. In the absence of
both the Chair and Vice Chair of the
Board of Directors, the Chief Executive Officer or,
in the absence of the Chief Executive
Officer,
the President or,
in the absence
of the President,
a director chosen
by a majority
of the directors
present, shall act
as
chair of the meeting. The Secretary or, in the Secretary’s absence, an Assistant Secretary of the Corporation, or,
in the absence
of the Secretary and all Assistant Secretaries, an individual appointed by the Chair,
shall act as secretary of the meeting.
Section 3.9
Meetings
by
Remote
Communication
.
Directors
may
participate
in
a
meeting
by
means
of
a
conference telephone or
other means of remote
communication if all
persons participating in the
meeting can hear
each other
at the same time. Participation in a meeting by these means shall constitute presence
in person at the meeting.
Section 3.10
Consent by
Directors
Without
a Meeting
.
Any action
required or
permitted to
be taken
at any
meeting of the Board of Directors may be taken without a meeting, if
a consent in writing or by electronic transmission to such
action is given by each director and is filed with the minutes of proceedings of
the Board of Directors.
Section 3.11
Vacancies
.
If
for
any
reason
any
or
all the
directors
cease
to
be
directors,
such
event
shall
not
terminate the Corporation or
affect these Bylaws
or the powers
of the remaining
directors hereunder. Except as may
be provided
by the Board of
Directors in setting the
terms of any class or
series of preferred stock,
any vacancy on the
Board of Directors
may be
filled only
by a
majority of
the remaining
directors, even
if the
remaining directors
do not
constitute a
quorum. Any
director elected to fill a vacancy shall serve for
the remainder of the full term of the
directorship in which the vacancy occurred
and until a successor is elected and qualifies.
Section 3.12
Chair of the
Board of Directors
.
The Board of
Directors shall designate
a Chair of
the Board of
Directors. The
Board of
Directors may
designate the
Chair of the
Board of
Directors as an
executive or
non-executive chair.
The
Chair
of
the
Board
of
Directors
shall
preside
over
the meetings
of
the
Board
of
Directors.
The
Chair
of
the
Board
of
Directors shall
perform such
other duties
as may
be assigned
to the
Chair of
the Board
of Directors
by these
Bylaws or
the
Board of Directors.
Section 3.13
Compensation
.
Directors shall not
receive any stated
salary for their
services as directors but,
by
resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or
other facilities owned
or leased by
the Corporation and
for any service
or activity they
performed or
engaged in as
directors.
Directors
may be
reimbursed for
expenses of
attendance,
if any,
at each
annual, regular
or special
meeting of
the Board
of
Directors or of
any committee thereof
and for their
expenses, if any, in connection
with each property
visit and any
other service
or activity
they perform
or engage
in as
directors; but
nothing herein
contained shall
be construed
to preclude
any directors
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 3.14
Reliance
.
Each director and officer of
the Corporation shall, in the performance
of such director’s
or officer’s duties with respect
to the Corporation, be
entitled to rely on
any information, opinion, report
or statement, including
any financial statement
or other financial
data, prepared or presented
by an officer
or employee of the
Corporation whom the
director
or
officer
reasonably
believes
to
be
reliable
and
competent
in
the
matters
presented,
by
a
lawyer,
certified
public
accountant or other
person, as to
a matter which
the director or
officer reasonably believes to
be within the
person’s professional
or expert competence,
or, with
respect to a
director, by
a committee of
the Board of
Directors on which
the director does
not
serve, as to a matter within its designated authority,
if the director reasonably believes the committee to merit confidence.
Section 3.15
Certain Rights of
Directors and
Officers
.
Any director or
officer,
in such director’s
or officer’s
personal
capacity or
in
a capacity
as an
affiliate,
employee,
or agent
of
any other
person, or
otherwise,
may have
business
interests and engage in
business activities similar
to, in addition to
or in competition with
those of or
relating to the
Corporation.
Section 3.16
Ratification
.
The
Board
of
Directors
or
the
stockholders
may
ratify
and
make
binding
on
the
Corporation any action or inaction
by the Corporation or
its officers to the
extent that the Board
of Directors or the
stockholders
could
have
originally
authorized
the
matter.
Moreover,
any
action
or
inaction
questioned
in
any
stockholders’
derivative
proceeding or
any other proceeding
on the ground
of lack of
authority,
defective or
irregular execution,
adverse interest
of a
director,
officer
or
stockholder,
non-disclosure,
miscomputation,
the
application
of
improper
principles
or
practices
of
accounting or otherwise, may be
ratified, before or after judgment,
by the Board of Directors or
by the stockholders, and if
so
ratified, shall
have the
same force
and effect
as if
the questioned
action or
inaction had
been originally
duly authorized,
and
such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution
of any judgment in respect of such questioned action or inaction.
Section 3.17
Emergency Provisions
.
Notwithstanding any other
provision in the Charter
or these Bylaws, this
Section 3.17 shall
apply during the
existence of any
catastrophe, or other
similar emergency
condition, as a
result of which
a
quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “
Emergency
”). During any
Emergency, unless otherwise provided by the
Board of Directors,
(a) a meeting
of the Board
of Directors or
a committee thereof
may be called by any director or officer by any means feasible under the circumstances; (b) notice of
any meeting of the Board
of Directors during such an Emergency may be
given less than twenty-four (24) hours prior
to the meeting to as many
directors
and by
such means
as may
be feasible
at the
time, including
publication, television
or radio,
and (c)
the number
of directors
necessary to constitute a quorum shall be one-third (1/3) of the entire Board of
Directors.
ARTICLE IV
COMMITTEES
Section 4.1
Number,
Tenure
and
Qualifications
.
The
Board
of
Directors
may
appoint
from
among
its
members an
Audit Committee,
a Compensation
Committee, a
Nominating and
Corporate Governance
Committee and
other
committees, composed
of one or
more directors,
to serve at the
pleasure of the
Board of Directors.
The exact composition
of
each committee, including the total number
of directors and the number of
independent directors on each such committee,
shall
at all times comply with any applicable listing requirements and rules and regulations of the New York Stock Exchange or any
other national securities exchange
on which the Corporation’s
common stock is then listed,
as such rules and regulations
may
be modified or amended from time to time, and the rules and regulations
of the Securities and Exchange Commission, as such
rules and regulations may be modified or amended from time to time.
Section 4.2
Powers
.
The Board
of Directors
may delegate
to committees
appointed under
Section 4.1
of this
Article IV any of the powers of the Board of Directors, except as prohibited by law.
Section 4.3
Meetings
.
Notice of
committee meetings
shall be
given in
the same
manner as
notice for
special
meetings of the Board of
Directors. A majority of the
members of the committee
shall constitute a quorum
for the transaction
of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the
act of such committee. The
Board of Directors may designate
a chair of any committee,
and such chair or,
in the absence of a
chair,
any two
(2) members
of any
committee (if
there are
at least
two (2)
members of
the committee)
may fix
the time
and
place of its
meeting unless the
Board of Directors
shall otherwise provide.
In the absence
of any member
of any such
committee,
the members
thereof present
at any meeting,
whether or not
they constitute
a quorum,
may appoint
another director
to act in
the place of such absent member.
Section 4.4
Meetings by
Remote Communication
.
Members of
a committee
of the
Board of
Directors may
participate in a
meeting by means
of a
conference telephone or
other means of
remote communication if
all persons
participating
in the
meeting can
hear each
other
at the
same time.
Participation
in a
meeting by
these means
shall constitute
presence in
person at the meeting.
Section 4.5
Consent by Committees Without a Meeting
.
Any action required or permitted to be taken at any
meeting
of a
committee of
the Board
of Directors
may be
taken
without a
meeting, if
a consent
in writing
or by
electronic
transmission to
such action
is given
by each
member of
the committee
and is
filed with
the minutes
of proceedings
of such
committee.
Section 4.6
Removal and
Vacancies
.
Subject to
the provisions
hereof, the
Board of
Directors shall
have the
power
at
any
time
to
change
the
membership
or
size
of
any
committee
(including
the
removal
of
any
member
of
such
committee), to fill any
vacancy, to
designate an alternate member
to replace any absent
or disqualified member or
to dissolve
any such committee.
ARTICLE V
OFFICERS
Section 5.1
General Provisions
.
The officers
of the
Corporation shall
include a
President, a
Secretary and
a
Treasurer
and
may
include a
Chief Executive
Officer,
one (1)
or more
Vice
Presidents,
a Chief
Operating
Officer,
a Chief
Financial Officer,
a Chief Investment
Officer,
a Chief Portfolio
Officer,
one (1) or
more Assistant Secretaries
and one
(1) or
more Assistant Treasurers. In addition, the Board
of Directors may from time
to time elect such
other officers with such powers
and duties
as it
shall deem
necessary or
desirable. The
officers of
the Corporation
shall be
elected annually
by the
Board of
Directors, except
that the
Chief Executive
Officer or
President may
from time
to time
appoint one
or more
Vice
Presidents,
Assistant Secretaries and Assistant Treasurers or other officers. Each officer shall serve
until such officer’s successor is elected
and qualifies or until such officer’s death, or such
officer’s resignation or removal in the manner hereinafter provided. Any two
(2) or more offices
except President and
Vice President
may be held by
the same person. Election
of an officer
or agent shall
not of itself create contract rights between the Corporation and such officer
or agent.
Section 5.2
Removal
and
Resignation
.
Any
officer
or
agent
of
the
Corporation
may
be
removed,
with
or
without cause, by
the Board of
Directors if in
its judgment the
best interests of
the Corporation would
be served thereby,
but
such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation
may resign
at any
time by
delivering a
resignation to
the Board
of Directors,
the Chair
of the
Board of
Directors, the
Chief
Executive Officer, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later
time specified in
the resignation. The
acceptance of a
resignation shall not
be necessary to
make it effective
unless otherwise
stated in the resignation. Such resignation shall be without prejudice to the
contract rights, if any, of the Corporation.
Section 5.3
Vacancies
.
A vacancy in any office
may be filled by the
Board of Directors for
the balance of the
term.
Section 5.4
Chief Executive Officer
.
The Board of Directors may designate
a Chief Executive Officer.
In the
absence of such designation,
the Chair of the Board
of Directors shall be
the Chief Executive Officer
of the Corporation. The
Chief Executive Officer shall have general
responsibility for implementation of the policies of the Corporation,
as determined
by the Board of Directors, and for the management of the business and affairs of the Corporation. The Chief Executive Officer
may
execute
any
deed,
mortgage,
bond,
contract
or
other
instrument,
except
in
cases
where
the
execution
thereof
shall
be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be
required
by
law
to be
otherwise executed;
and
in general
shall
perform
all duties
incident
to
the
office
of Chief
Executive
Officer and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 5.5
Chief Operating
Officer
.
The Board
of Directors
may designate
a Chief
Operating Officer.
The
Chief Operating
Officer
shall have
the responsibilities
and duties
as set
forth by
the Board
of Directors
or Chief
Executive
Officer.
Section 5.6
Chief Investment Officer
.
The Board of Directors may designate a Chief Investment Officer. The
Chief Investment
Officer shall
have the
responsibilities and
duties as
set forth
by the
Board of
Directors or
Chief Executive
Officer.
Section 5.7
Chief
Financial
Officer
.
The Board
of Directors
may
designate
a
Chief
Financial
Officer.
The
Chief
Financial
Officer
shall have
the responsibilities
and
duties
as set
forth
by
the Board
of Directors
or
Chief
Executive
Officer.
Section 5.8
Chief Portfolio Officer
.
The Board of
Directors may designate
a Chief Portfolio
Officer. The Chief
Portfolio Officer shall have the responsibilities and duties
as set forth by the Board of Directors or Chief Executive Officer.
Section 5.9
President
.
In the absence of a Chief Executive Officer, the President shall in general supervise and
control all
of the business
and affairs
of the Corporation.
In the absence
of a designation
of a Chief
Operating Officer
by the
Board of Directors,
the President shall be
the Chief Operating Officer.
The President may execute
any deed, mortgage, bond,
contract or other instrument, except in
cases where the execution thereof shall be
expressly delegated by the Board of
Directors
or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed;
and
in general shall
perform all duties incident
to the office
of President and
such other duties as
may be prescribed
by the Board
of Directors from time to time.
Section 5.10
Vice
Presidents
.
In the
absence of
the President
or in
the event
of a
vacancy in
such office,
the
Vice
President (or
in the event
there be
more than
one Vice
President, Vice
Presidents in
the order
designated at
the time of
their election or, in the absence of any designation,
then in the order of their election) shall perform the duties of the President
and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such
other duties as from
time to time may
be assigned to such
Vice President
by the Chief Executive
Officer, the
President or the
Board of
Directors. The
Board of
Directors may
designate one
or more
Vice
Presidents as
Executive Vice
President, Senior
Vice President or as Vice
President for particular areas of responsibility.
Section 5.11
Secretary
.
The Secretary
shall (a)
keep
the
minutes
of
the proceedings
of the
stockholders,
the
Board of Directors
and committees of
the Board of
Directors in one
or more books
provided for that
purpose; (b) see
that all
notices are duly given
in accordance with
the provisions of these
Bylaws or as
required by law; (c)
be custodian of the
corporate
records and
of the
seal of
the Corporation;
(d) keep
a register
of the
post office
address of
each stockholder
which shall
be
furnished to the Secretary by
such stockholder; (e) have general
charge of the stock
transfer books of the Corporation;
and (f)
in general perform such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer,
the
President or the Board of Directors.
Section 5.12
Treasurer
.
The Treasurer shall (a) have the custody of the funds and securities of the Corporation,
(b) keep full and accurate accounts
of receipts and disbursements in books
belonging to the Corporation, (c) deposit all
moneys
and other
valuable effects
in the
name and
to the
credit of
the Corporation
in such
depositories as
may be
designated by
the
Board of Directors
and (d) in general
perform such other
duties as from time
to time may be
assigned to the
Treasurer by the
Chief Executive Officer,
the President or
the Board of
Directors. In the
absence of a
designation of a
Chief Financial Officer
by the Board of Directors, the Treasurer shall be
the Chief Financial Officer of the Corporation.
The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and Board of
Directors, at the regular meetings of the Board
of Directors or whenever it may so require, an account of all the transactions as Treasurer
and of the financial condition of the
Corporation.
Section 5.13
Assistant Secretaries; Assistant
Treasurers
.
The Assistant Secretaries and
Assistant Treasurers,
in general, shall
perform such duties
as shall be
assigned to them
by the Secretary
or Treasurer,
respectively,
or by the Chief
Executive Officer, the President
or the Board of Directors.
Section 5.14
Compensation
.
The compensation of the
officers shall be fixed
from time to time by or
under the
authority of the Board of Directors. No officer
shall be prevented from receiving such compensation
by reason of the fact that
such officer is also a director.
ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS
Section 6.1
Contracts
.
The Board of Directors
or another committee of the
Board of Directors within the
scope
of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument
in
the
name
of and
on behalf
of
the Corporation
and
such authority
may
be
general
or confined
to
specific
instances. Any
agreement, deed, mortgage, lease or other
document shall be valid and binding upon
the Corporation when duly authorized or
ratified by action of the Board of Directors or such other committee and executed
by an authorized person.
Section 6.2
Checks and
Drafts
.
All checks,
drafts or
other orders
for the
payment of
money,
notes or
other
evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or agent of the Corporation
in
such manner as shall from time to time be determined by the Board of Directors.
Section 6.3
Deposits
.
All funds of the Corporation not otherwise employed shall be deposited or invested from
time to
time to
the credit
of the
Corporation as
the Board
of Directors,
the Chief
Executive Officer,
the President,
the Chief
Financial Officer, or any other
officer designated by the Board of Directors may determine.
ARTICLE VII
STOCK
Section 7.1
Certificates
.
Except as may be
otherwise provided by
the Board of Directors,
stockholders of the
Corporation are not entitled
to certificates representing the
shares of stock
held by them. In
the event that
the Corporation issues
shares of stock represented
by certificates, such certificates
shall be in such form
as prescribed by the
Board of Directors or a
duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers
of the
Corporation in
the manner
permitted by
the MGCL.
In the
event that
the Corporation
issues shares
of stock
without
certificates,
to
the extent
then required
by the
MGCL,
the Corporation
shall
provide
to the
record holders
of such
shares a
written statement of the information
required by the MGCL to
be included on stock certificates.
There shall be no differences
in the rights and obligations of stockholders based on whether or not their shares
are represented by certificates.
Section 7.2
Transfers
.
All transfers of
shares of stock
shall be made
on the books
of the Corporation
and the
books of the transfer agent of the Corporation, if applicable, by the holder of the shares,
in person or by such holder’s attorney,
in such manner
as the Board
of Directors or
any officer of
the Corporation may
prescribe and, if
such shares are
certificated,
upon surrender to the Corporation or, if authorized by the
Corporation, the transfer agent of the
Corporation of certificates duly
endorsed
or
accompanied
by
proper
evidence
of
succession,
assignment
or
authority
to
transfer,
the
Corporation,
or,
if
authorized by the Corporation, the transfer agent of the Corporation, shall issue a new certificate to the person entitled thereto,
cancel
the
old
certificate
and
record
the
transaction
on
its
books.
The
issuance
of
a
new
certificate
upon
the
transfer
of
certificated shares is
subject to the
determination of the
Board of Directors that
such shares shall no
longer be represented
by
certificates.
Upon
the transfer
of any
uncertificated
shares, to
the extent
then required
by the
MGCL, the
Corporation shall
provide to
the record holders
of such
shares a
written statement
of the
information required
by the MGCL
to be
included on
stock certificates.
The Corporation shall
be entitled to
treat the holder
of record of
any share of
stock as the holder
in fact thereof
and,
accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other
person, whether or not
it shall have express
or other notice thereof,
except as otherwise expressly
provided by the laws
of the
State
of
Maryland.
Notwithstanding
the
foregoing,
transfers
of
shares
of
any
class
or
series
of
stock
will
be
subject
in
all
respects to the Charter and all of the terms and conditions contained therein.
Section 7.3
Replacement Certificate
.
Any officer of
the Corporation may
direct a
new certificate or
certificates
to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
destroyed,
stolen or mutilated upon
the making of an
affidavit of that fact
by the person claiming
the certificate to be
lost, destroyed, stolen
or mutilated; provided,
however, if such shares
have ceased to
be certificated, no
new certificate shall
be issued unless
requested
in writing by such
stockholder and the Board
of Directors has determined
that such certificates may
be issued. Unless otherwise
determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or
such owner’s legal representative, shall be required, as a condition precedent to the issuance of
a new certificate or certificates,
to give
the Corporation
a bond
in such
sums as
it may
direct as
indemnity
against any
claim that
may be
made against
the
Corporation.
Section 7.4
Fixing of Record Date
.
Subject to the provisions of Article II, Section 2.3, the Board of Directors
may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in
order to
make a
determination of
stockholders for
any other
proper purpose.
Such date,
in any
case, shall
not be
prior to
the
close of business on
the day the record
date is fixed and
shall be not more
than ninety (90) days
and, in the case
of a meeting
of
stockholders,
not
less
than
ten
(10)
days,
before
the
date
on
which
the
meeting
or
particular
action
requiring
such
determination of stockholders of record is to be held or taken.
When
a
record
date
for
the
determination
of
stockholders
entitled
to
notice
of
and
to
vote
at
any
meeting
of
stockholders has
been set
as provided
in this
section, such
record date
shall continue
to apply
to the
meeting if
adjourned or
postponed, except if the meeting is adjourned or postponed to a date more than one hundred twenty (120) days after the record
date originally fixed for the meeting, in which case a new record date for
such meeting may be determined as set forth herein.
Section 7.5
Stock Ledger
.
The Corporation shall maintain at
its principal office or at the
office of its counsel,
accountants or
transfer agent,
an original
or duplicate
stock ledger
containing the
name and
address of
each stockholder
and
the number of shares of each class held by such stockholder.
Section 7.6
Fractional Stock;
Issuance Of
Units
.
The Board
of Directors
may authorize
the Corporation
to
issue
fractional
stock
or
authorize
the
issuance
of
scrip,
all on
such
terms
and
under
such
conditions
as
it
may
determine.
Notwithstanding
any
other
provision
of
the
Charter
or
these
Bylaws,
the
Board
of
Directors
may
issue
units
consisting
of
different securities of
the Corporation. Any
security issued in
a unit
shall have the
same characteristics
as any
identical securities
issued
by
the
Corporation,
except
that
the
Board
of
Directors
may
provide
that
for
a
specified
period
securities
of
the
Corporation issued in such unit may be transferred on the books of the
Corporation only in such unit.
ARTICLE VIII
ACCOUNTING YEAR
The Board
of Directors
shall have
the power,
from time
to time,
to fix
the fiscal
year of
the Corporation
by a
duly
adopted resolution.
ARTICLE IX
DISTRIBUTIONS
Section 9.1
Authorization
.
Dividends
and
other
distributions
upon
the
stock
of
the
Corporation
may
be
authorized by the
Board of Directors, subject
to the provisions of
law and the Charter.
Dividends and other distributions
may
be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.
Section 9.2
Contingencies
.
Before payment of any dividends or other distributions,
there may be set aside out
of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may
from
time to
time, in
its absolute
discretion,
think
proper
as a
reserve
fund
for contingencies,
for
equalizing
dividends, for
repairing or maintaining
any property of
the Corporation or for
such other purpose as
the Board of
Directors shall determine,
and the Board of Directors may modify or abolish any such reserve.
ARTICLE X
INVESTMENT POLICIES
Subject
to
the
provisions
of
the
Charter,
the
Board
of
Directors
may
from
time
to
time
adopt,
amend,
revise
or
terminate any policy
or policies with
respect to investments
by the Corporation
as it shall
deem appropriate in
its sole discretion.
ARTICLE XI
SEAL
Section 11.1
Seal
.
The Board
of Directors
may authorize
the adoption
of a
seal by
the Corporation.
The seal
shall contain the name of the
Corporation and the year of its incorporation, and
the words “Incorporated Maryland.” The Board
of Directors may authorize one or more duplicate seals and provide for the custody
thereof.
Section 11.2
Affixing Seal
.
Whenever the Corporation is permitted or required to affix its seal to a document, it
shall be sufficient to meet
the requirements of any law, rule or regulation relating to
a seal to place
the word “(SEAL)” adjacent
to the signature of the person authorized to execute the document on behalf
of the Corporation.
ARTICLE XII
INDEMNIFICATION AND
ADVA
NCE OF EXPENSES
To the maximum
extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify
and,
without requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable
expenses in advance of
final disposition of a proceeding
to (a) any individual who
is a present or former
director or officer of
the Corporation and who is made or threatened to be made a party to the proceeding by reason
of such person’s service in that
capacity or (b) any individual
who, while a director or
officer of the Corporation
and at the request of
the Corporation, serves
or has
served as
a director,
officer,
partner,
trustee, member
or manager
of another
corporation, real
estate investment
trust,
limited
liability
company,
partnership,
joint
venture,
trust,
employee
benefit
plan
or
other
enterprise
and
who
is
made
or
threatened to be
made a party
to the
proceeding by reason
of such
person’s service in that
capacity. The rights to
indemnification
and advance of expenses
provided by the Charter
and these Bylaws
shall vest immediately upon
election of a
director or officer.
The Corporation
may, with
the approval of
its Board of
Directors, provide
such indemnification and
advance for expenses
to
an individual
who served
a predecessor
of the
Corporation in
any of
the capacities
described in
(a) or
(b) above
and to
any
employee or agent of the Corporation or a predecessor of
the Corporation. The indemnification and payment or reimbursement
of expenses
provided in
these Bylaws
shall not
be deemed exclusive
of or limit
in any way
other rights
to which
any person
seeking indemnification or payment
or reimbursement of
expenses may be
or may become
entitled under any
bylaw, resolution,
insurance, agreement or otherwise.
Neither the
amendment nor
repeal of
this Article
XII, nor
the adoption
or amendment
of any
other provision
of the
Charter
or
these
Bylaws
inconsistent
with
this
Article
XII,
shall
apply
to
or
affect
in
any
respect
the
applicability
of
the
preceding paragraph with respect to any act or failure to act which occurred prior
to such amendment, repeal or adoption.
ARTICLE XIII
WAIVER
OF NOTICE
Whenever
any
notice
of
a
meeting
is required
to
be given
pursuant
to
the
Charter
or these
Bylaws
or
pursuant
to
applicable law, a waiver thereof in writing or by electronic transmission, given by the person
or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to
be transacted
at nor the
purpose of any
meeting need
be set forth
in the waiver
of notice of
such meeting, unless
specifically
required by
statute. The
attendance of
any person
at any
meeting shall
constitute a
waiver of
notice of
such meeting,
except
where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that
the meeting has not been lawfully called or convened.
ARTICLE XIV
EXCLUSIVE FORUM FOR CERTAIN
LITIGATION
Unless the
Corporation consents
in writing
to the
selection of
an alternative
forum, the
Circuit Court
for Baltimore
City,
Maryland,
or,
if
that
Court
does
not
have
jurisdiction,
the
United
States
District
Court
for
the
District
of
Maryland,
Baltimore
Division,
shall
be
the
sole
and
exclusive
forum
for
(a)
any Internal
Corporate
Claim,
as such
term
is defined
in
Section 1-101(p) of the
MGCL, or any successor
provision thereof, (b) any
derivative action or proceeding
brought on behalf
of the Corporation, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of
the
Corporation
to
the
Corporation
or
to
the
stockholders
of
the
Corporation,
(d)
any
action
asserting
a
claim
against
the
Corporation or
any director
or officer
or other
employee of
the Corporation
arising pursuant
to any
provision of
the MGCL,
the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any director or officer or other
employee of the Corporation that is governed by the
internal affairs doctrine.
Unless the Corporation consents in writing, none
of the foregoing actions, claims or proceedings shall be brought in
any court sitting outside the State of Maryland.
ARTICLE XV
AMENDMENT OF BYLAWS
The Board of Directors shall have the power to adopt, alter or repeal
any provision of these Bylaws and to make new
Bylaws.
In
addition,
these
Bylaws may
also
be
adopted,
altered
or
repealed,
and
new
Bylaws may
be
made,
pursuant
to
a
binding proposal
that is
(a) submitted
to the
stockholders for
approval at
a duly
called annual
meeting or
special meeting
of
stockholders by (i) the Board of Directors or (ii) a stockholder who provides to the Corporation timely notice of such proposal
that satisfies the notice procedures and all other relevant provisions of Article II of these Bylaws and who is, at the record date
set by the Board
of Directors for the
purpose of determining stockholders entitled to
vote on such matter, at
the time such notice
is
delivered
to
the
Corporation
and
as
of
such
meeting,
a
stockholder
that
satisfies
the
ownership
and
other
eligibility
requirements of
Rule 14a-8 under
the Exchange Act
and Article II
of these Bylaws,
and (b) approved
by the stockholders
by
the affirmative vote
of a majority of
the votes entitled to
be cast on the matter,
except that the stockholders
shall not have the
power to alter
or repeal Article
XII (Indemnification
and Advance of
Expenses) or this
Article XV or
adopt any provision
of
these Bylaws inconsistent with Article XII or this Article XV,
in either case, without the approval of the Board of Directors.
orc8k20221213x991
ORCHID ISLAND CAPITAL ANNOUNCES
DECEMBER 2022 MONTHLY DIVIDEND AND NOVEMBER 30, 2022 RMBS
PORTFOLIO CHARACTERISTICS
●
December 2022 Monthly Dividend of $0.16 Per Share of Common Stock
●
RMBS Portfolio Characteristics as of November 30, 2022
●
Estimated Book Value per common share of $11.9
5
to $12.05 as of December 9, 2022
●
Next Dividend Announcement Expected January 11, 2023
Vero
Beach, Fla., December 13, 2022 - Orchid Island Capital, Inc. (the “Company”)
(NYSE: ORC) announced today
that the Board of Directors of the Company declared
a monthly cash dividend for the month of December
- The dividend
of $0.16 per share will be paid January 27, 2023 to holders of record of the Company’s
common stock on December 30, 2022,
with an
ex-dividend date of
December 29, 2022.
The Company plans
on announcing its
next common stock
dividend on January
11, 2023.
The Company intends to make
regular monthly cash distributions
to its holders of common stock.
In order to qualify as a
real
estate investment trust (“REIT”), the Company must distribute annually
to its stockholders an amount at least equal to 90% of
its REIT
taxable income,
determined without
regard to
the deduction
for dividends
paid and
excluding any
net capital
gain.
The Company
will be subject
to income
tax on taxable
income that is
not distributed
and to an
excise tax to
the extent that
a
certain percentage
of its
taxable income
is not
distributed by
specified dates.
The Company
has not
established a
minimum
distribution payment level and is not assured of its ability to make distributions
to stockholders in the future.
As of December 13,
2022 and November 30,
2022, the Company had
37,307,255 shares of common
stock outstanding. As of
September 30, 2022, the Company had 35,066,251 shares of common stock outstanding
.
RMBS Portfolio Characteristics
Details of
the RMBS
portfolio
as of
November 30,
2022 are
presented below.
These figures
are preliminary
and subject
to
change. The information
contained herein is
an intra-quarter update
created by the Company
based upon information
that the
Company believes is accurate:
●
RMBS Valuation
Characteristics
●
RMBS Assets by Agency
●
Investment Company Act of 1940 (Whole Pool) Test
Results
●
Repurchase Agreement Exposure by Counterparty
●
RMBS Risk Measures
Estimated December 9, 2022 Book Value
Per Share
The
Company
estimates
book value
per share
as of
December
9, 2022
to be
approximately
$11.95
to $12.05
per share,
an
increase of
approximately 5%
to 10%
from the
book value
at September
30, 2022
of $11.42
per share.
The estimated
book
value per
share includes
a deduction
for the
Company’s
November 2022
dividend that
will be
paid on
December 28,
2022,
which
was declared
on November
9, 2022
with
a
November
30,
2022
record
date.
The estimated
book
value
per share
is
unaudited and has not been verified or reviewed by any third party. The Company undertakes no obligation to update or revise
its estimated book value per share.
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests on
a leveraged basis in Agency RMBS. Our investment
strategy focuses on, and
our portfolio consists of,
two categories of Agency
RMBS: (i) traditional pass-through
Agency RMBS,
such
as
mortgage
pass-through
certificates
and
collateralized
mortgage
obligations
issued
by
Fannie
Mae,
Freddie
Mac
or
Ginnie Mae, and (ii)
structured Agency RMBS. The
Company is managed by
Bimini Advisors, LLC, a
registered investment
adviser with the Securities and Exchange Commission.
Forward-Looking Statements
This press release contains
forward-looking statements within
the meaning of
the Private Securities Litigation
Reform Act of
1995 and other
federal securities laws. These
forward-looking statements
include, but are not
limited to, statements about
the
Company’s distributions
and expected funding of
purchased assets. These forward-looking
statements are based upon
Orchid
Island Capital, Inc.’s
present expectations, but
these statements are not
guaranteed to occur.
Investors should not place
undue
reliance upon forward-looking
statements. For further
discussion of the
factors that could
affect outcomes, please
refer to the
“Risk Factors” section of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
RMBS Valuation Characteristics
($ in thousands)
Realized
Realized
Nov 2022
Sep - Nov
Modeled
Modeled
Net
Weighted
CPR
2022 CPR
Interest
Interest
%
Weighted
Average
(1-Month)
(3-Month)
Rate
Rate
Current
Fair
of
Current
Average
Maturity
(Reported
(Reported
Sensitivity
Sensitivity
Type
Face
Value
(1)
Portfolio
Price
Coupon
GWAC
Age
(Months)
in Dec)
in Dec)
(-50 BPS)
(1)
(+50 BPS)
(2)
Pass Through RMBS
15yr 4.0
$
402
$
396
0.01%
$
98.47
4.00%
4.54%
55
124
0.8%
0.8%
$
7
$
(7)
15yr Total
402
396
0.01%
98.47
4.00%
4.54%
55
124
0.8%
0.8%
7
(7)
30yr 3.0
2,569,029
2,282,232
64.08%
88.84
3.00%
3.44%
19
337
5.1%
5.1%
70,791
(72,990)
30yr 3.5
216,501
201,628
5.66%
93.13
3.50%
4.03%
33
318
6.7%
6.3%
5,383
(5,509)
30yr 4.0
272,939
259,238
7.28%
94.98
4.00%
4.72%
17
341
5.3%
7.0%
6,013
(6,527)
30yr 4.5
369,651
359,870
10.10%
97.35
4.50%
5.45%
5
355
1.7%
n/a
6,218
(7,188)
30yr 5.0
440,411
438,310
12.31%
99.52
5.00%
5.90%
4
356
2.8%
0.8%
6,916
(8,128)
30yr Total
3,868,531
3,541,278
99.43%
91.54
3.47%
4.03%
17
340
4.7%
5.0%
95,321
(100,342)
Total Pass Through
RMBS
3,868,933
3,541,674
99.44%
91.54
3.47%
4.03%
17
340
4.7%
5.0%
95,328
(100,349)
Structured RMBS
IO 20yr 4.0
10,964
1,149
0.03%
10.48
4.00%
4.57%
131
102
10.5%
10.0%
3
(5)
IO 30yr 3.0
3,232
399
0.01%
12.34
3.00%
3.64%
94
256
3.9%
1.8%
(3)
-
IO 30yr 4.0
92,311
16,767
0.47%
18.16
4.00%
4.60%
100
252
5.9%
6.5%
(586)
458
IO 30yr 4.5
3,966
733
0.02%
18.47
4.50%
4.99%
149
197
6.6%
8.0%
(13)
9
IO 30yr 5.0
2,216
443
0.01%
20.01
5.00%
5.36%
149
199
9.5%
5.3%
(12)
9
IO Total
112,689
19,491
0.55%
17.30
4.01%
4.60%
105
234
6.4%
6.8%
(611)
471
IIO 30yr 4.0
32,127
482
0.01%
1.50
0.58%
4.40%
62
287
9.2%
4.0%
104
(82)
Total Structured
RMBS
144,816
19,973
0.56%
13.79
3.25%
4.55%
96
246
7.0%
6.1%
(507)
389
Total Mortgage Assets
$
4,013,749
$
3,561,647
100.00%
3.46%
4.05%
19
337
4.8%
5.0%
$
94,821
$
(99,960)
Interest
Interest
Average
Hedge
Rate
Rate
Notional
Period
Sensitivity
Sensitivity
Hedge
Balance
End
(-50 BPS)
(2)
(+50 BPS)
(2)
5-Year Treasury
Future
(3)
$
(750,500)
Mar-2023
$
(15,942)
$
15,591
10-Year Treasury
Ultra
(4)
(174,500)
Mar-2023
(8,520)
8,060
Swaps
(1,400,000)
Jul-2028
(33,311)
32,236
TBA
(675,000)
Jan-2023
(18,218)
19,226
Swaptions
(613,000)
Jan-2024
(7,969)
9,714
Hedge Total
$
(3,613,000)
$
(83,960)
$
84,827
Rate Shock Grand Total
$
10,861
$
(15,133)
(1)
Amounts in the tables above include assets with a fair value of approximately
$285.3 million purchased in November 2022, which settle in December 2022.
(2)
Modeled results from
Citigroup Global Markets
Inc. Yield
Book. Interest rate
shocks assume instantaneous
parallel shifts and
horizon prices are
calculated assuming
constant LIBOR option-adjusted spreads. These results are for illustrative purposes
only and actual results may differ materially.
(3)
Five-year Treasury futures contracts were valued
at prices of $108.57 at November 30, 2022.
The market value of the short position was $814.8 million.
(4)
Ten-year Treasury
Ultra futures contracts were valued at prices of $119.66
at November 30, 2022.
The market value of the short position was $208.8 million.
RMBS Assets by Agency
Investment Company Act of 1940 Whole Pool Test
($ in thousands)
($ in thousands)
Percentage
Percentage
Fair
of
Fair
of
Asset Category
Value
(1)
Portfolio
Asset Category
Value
(1)
Portfolio
As of November 30, 2022
As of November 30, 2022
Fannie Mae
$
2,335,494
65.6%
Non-Whole Pool Assets
$
158,160
4.4%
Freddie Mac
1,226,153
34.4%
Whole Pool Assets
3,403,487
95.6%
Total Mortgage Assets
$
3,561,647
100.0%
Total Mortgage Assets
$
3,561,647
100.0%
(1)
Amounts in the tables above include assets with a fair value of approximatel
y
$285.3 million purchased in November 2022, which settle in December 2022.
Borrowings By Counterparty
($ in thousands)
Weighted
Weighted
% of
Average
Average
Total
Total
Repo
Maturity
Longest
As of November 30, 2022
Borrowings
(1)
Debt
Rate
in Days
Maturity
Mirae Asset Securities (USA) Inc.
$
312,687
10.3%
3.95%
64
5/18/2023
Merrill Lynch, Pierce, Fenner & Smith
271,064
8.9%
3.96%
7
12/28/2022
Daiwa Capital Markets America Inc.
250,859
8.2%
3.92%
15
12/15/2022
ING Financial Markets LLC
228,279
7.5%
3.90%
15
12/15/2022
Cantor Fitzgerald & Co
224,314
7.4%
3.93%
13
12/15/2022
ABN AMRO Bank N.V.
218,522
7.2%
3.92%
13
12/13/2022
J.P.
Morgan Securities LLC
214,827
7.0%
3.95%
13
12/23/2022
RBC Capital Markets, LLC
213,759
7.0%
3.93%
14
12/15/2022
ED&F Man Capital Markets Inc
187,959
6.2%
3.85%
15
12/19/2022
Mitsubishi UFJ Securities (USA), Inc
178,009
5.8%
4.20%
37
1/30/2023
Goldman, Sachs & Co.
125,376
4.1%
3.99%
17
12/23/2022
Santander Bank, N.A.
116,178
3.8%
4.40%
55
1/27/2023
StoneX Financial Inc.
111,734
3.7%
3.92%
6
12/15/2022
Citigroup Global Markets Inc
103,509
3.4%
4.28%
45
1/23/2023
Wells Fargo Bank, N.A.
91,621
3.0%
3.92%
12
12/13/2022
BMO Capital Markets Corp.
77,708
2.5%
4.37%
54
1/23/2023
ASL Capital Markets Inc.
63,131
2.1%
4.03%
21
12/21/2022
South Street Securities, LLC
36,656
1.2%
3.97%
15
12/15/2022
Lucid Cash Fund USG, LLC
18,787
0.6%
3.92%
8
12/8/2022
Lucid Prime Fund, LLC
2,662
0.1%
3.92%
8
12/8/2022
Total Borrowings
$
3,047,641
100.0%
3.99%
23
5/18/2023
(1)
In
November
2022,
the
Company
purchased
assets
with
a
fair
value
of
approximately
$285.3
million,
which
settle
in
December 2022 that are expected to be funded substantially by repurchase agreements
not included in the table above.
Contact:
Orchid Island Capital, Inc.
Robert E. Cauley
3305 Flamingo Drive, Vero
Beach, Florida 32963
Telephone: (772)
231-1400