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 14, 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:
☐
☐
☐
☐
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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 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, 2022 and (iii) the approval, on an advisory basis, of the compensation
of the Company’s named executive officers. As of April 14, 2022, the record date for the Annual Meeting, there were
177,117,186 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.
Nominee for Director
For
Against
Abstain
Broker Non-Votes
Robert E. Cauley ..............................
40,726,867
3,782,837
1,279,233
58,504,516
George H. Haas, IV ..........................
39,072,859
5,413,316
1,302,762
58,504,516
W Coleman Bitting ...........................
40,773,964
3,665,608
1,349,365
58,504,516
Frank P. Filipps ................................
40,836,297
3,646,860
1,305,780
58,504,516
Paula Morabito .................................
40,846,889
3,668,641
1,273,407
58,504,516
Ava L. Parker ...................................
40,488,654
4,026,853
1,273,430
58,504,516
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
96,696,109
5,026,770
2,570,574
*
* 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
35,936,672
7,605,215
2,247,050
58,504,516
Item 8.01. Other Events.
On June 14, 2022, the Company announced that the Board declared a dividend for the month of June 2022 of $0.045 per share
of Common Stock to be paid on July 27, 2022 to holders of record on June 30, 2022, with an ex-dividend date of June 29, 2022.
In addition, the Company announced certain details of its RMBS portfolio as of May 31, 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. 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, 2021. 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
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, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer