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.
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,
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.
