UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 15, 2021
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:
☐
☐
☐
☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Orchid Island Capital, Inc. (the “Company”) previously adopted, subject to
stockholder approval, the Orchid Island Capital, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). As described below in
Item 5.07 of this Current Report on Form 8-K, on June 15, 2021 at the 2021 Annual Meeting of Stockholders (the “Annual
Meeting”) of the Company, the stockholders of the Company approved, among other things, the 2021 Plan. Following the
stockholders’ approval of the 2021 Plan, no further awards will be made under the Orchid Island Capital, Inc. 2012 Equity
Incentive Plan (the “2012 Plan”). However, any outstanding awards under the 2012 Plan will continue in accordance with the
terms of the 2012 Plan and any award agreement executed in connection with such outstanding awards.
A brief description of the 2021 Plan is as follows:
•
the 2021 Plan provides for potential grants of (i) incentive stock options qualified as such under U.S. federal income
tax laws (“ISOs”), (ii) stock options that do not qualify as ISOs (together with ISOs, “Options”), (iii) stock
appreciation rights (“SARs”), (iv) stock awards, whether restricted or fully vested, awards of restricted stock units,
other equity-based awards, cash awards, incentive awar ds, performance units, and substitute awards (the “Awards”);
•
the maximum number of shares of the Company’s common stock, par value $0.01 (“Common Stock”) available for
issuance under the 2021 Plan is 7,366,623 shares, which number includes (i) 4,000,000 shares of Common Stock
reserved for issuance under the 2021 Plan and (ii) 3,366,623 shares of Common Stock that remained available for
issuance under the 2012 Plan as of the date of the Board’s adoption of the 2021 Plan. The maximum number of
shares available for grants of ISOs under the 2021 Plan is 7,366,623;
•
if all or any portion of an Award, including an award granted under the 2012 Plan that was outstanding as of the date
of the Board’s adoption of the 2021 Plan (an “Existing Award”), is forfeited, settled in cash, expires or otherwise
terminates without issuance and delivery of any shares of Common Stock, then the number of shares subject to such
Award or Existing Award will again be available for making Awards under the 2021 Plan. Shares tendered or
withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award other than an
Option or a SAR shall be available for future grants or Awards, but shares tendered or withheld to satisfy (i) any
grant or exercise price on any Option, SAR or Existing Award or (ii) tax withholding obligation pursuant to any
Existing Award shall not be available for future grants or Awards;
•
Awards may be made under the 2021 Plan to the Company’s officers and employees, officers and employees of the
Company’s affiliates, non-employee directors and to any other individual who provides services to the Company or
one of its affiliates and whose participation in the 2021 Plan is determined, by the Compensation Committee, to be
in the best interests of the Company; and
•
unless terminated earlier, the 2021 Plan will terminate on April 14, 2031, but will continue to govern unexpired
Awards.
A detailed summary of the material features of the 2021 Plan appears under the caption “Proposal 4: To Approve our
2021 Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities
and Exchange Commission on April 22, 2021. The detailed summary of the 2021 Plan and the information set forth above do
not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Plan, which is attached
as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders voted on the following matters: (i) the election of the six nominated directors,
(ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2021, (iii) the approval, on an advisory basis, of the compensation of the Company’s
named executive officers and (iv) the approval of the 2021 Plan. As of April 15, 2021, the record date for the Annual
Meeting, there were 94,410,960 shares of Common Stock outstanding and entitled to vote.
The full results of the matters voted on at the annual meeting of stockholders are set forth below:
Proposal 1—Election of 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.
Nominee for Director
For
Against
Abstain
Broker Non-Votes
Robert E. Cauley ..............................
37,864,538
775,957
390,340
25,997,796
George H. Haas, IV ..........................
33,713,200
4,936,614
381,021
25,997,796
W Coleman Bitting ...........................
37,875,438
769,855
385,542
25,997,796
Frank P. Filipps ................................
37,883,819
750,111
396,905
25,997,796
Paula Morabito .................................
37,880,440
762,741
387,654
25,997,796
Ava L. Parker ...................................
37,871,761
778,207
380,867
25,997,796
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified
upon the following vote.
For
Against
Abstain
Broker Non-Votes
597,565
499,091
*
* No broker non-votes arose in connection with Proposal 2 due to the fact that the matter was considered “routine” under New York
Stock Exchange rules.
Proposal 3—Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the
following vote.
For
Against
Abstain
Broker Non-Votes
35,319,332
2,716,395
995,108
25,997,796
For
Against
Abstain
Broker Non-Votes
35,429,965
2,635,008
965,862
25,997,796
Item 8.01. Other Events.
On June 15, 2021, the Company announced that the Board declared a dividend for the month of June 2021 of $0.065 per share
of Common Stock to be paid on July 28, 2021 to holders of record on June 30, 2021, with an ex-dividend date of June 29, 2021.
In addition, the Company announced certain details of its RMBS portfolio as of May 31, 2021 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. 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, 2020. 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
10.1
99.1
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: June 15, 2021
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer