Orchid Island Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): June 10, 2025

 

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Item 5.07.     Submission of Matters to a Vote of Security Holders.

 

At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Orchid Island Capital, Inc. (the “Company”), the Company’s stockholders voted on the following matters: (i) the election of the six nominated directors to the Company’s board of directors (the “Board”), (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers. As of April 10, 2025, the record date for the Annual Meeting, there were 107,673,390 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) outstanding and entitled to vote.

 

The full results of the matters voted on at the Annual Meeting are set forth below:

 

Proposal 1—Election of Directors. The following nominees were elected to our Board to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Robert E. Cauley, George H. Haas, IV, W Coleman Bitting, Frank P. Filipps, Paula Morabito and Ava L. Parker.

 

 

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.

 

 

Proposal 3—Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.

 

 

 

On June 10, 2025, the Company announced that the Board declared a dividend for the month of June 2025 of $0.12 per share of the Common Stock, to be paid on July 30, 2025 to holders of record on June 30, 2025, with an ex-dividend date of June 30, 2025. In addition, the Company announced certain details of its RMBS portfolio as of May 31, 2025 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.

 

 

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. 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, 2024. 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.

 

 

 

(d) Exhibits

 

 

 

 

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.