Orchid Island Capital Files 8-K

TL;DR

Orchid Island Capital filed an 8-K on June 11, 2024, with updates and financial info.

AI Summary

Orchid Island Capital, Inc. filed an 8-K on June 11, 2024, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits. The company is a real estate investment trust incorporated in Maryland.

Why It Matters

This 8-K filing provides updates on corporate actions and financial information for Orchid Island Capital, Inc., which is relevant for investors tracking the company's status and disclosures.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure (8-K) and does not appear to contain significant new risks or material adverse information.

Key Numbers

• 001-35236 — SEC File Number (Identifies the company's filing with the SEC.)
• 27-3269228 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Orchid Island Capital, Inc. (company) — Registrant
• June 11, 2024 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation
• 3305 Flamingo Drive, Vero Beach, Florida 32963 (address) — Principal Executive Offices
• 772-231-1400 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — registered: Common Stock , par value $0.01 per share ORC NYSE Indicate by che
• $250,000,000 — e to time, up to an aggregate amount of $250,000,000 of shares of Common Stock (the "Shares"
• $0.12 — dividend for the month of June 2024 of $0.12 per share of the Common Stock, to be pa

Filing Documents

• orc20240610_8k.htm (8-K) — 58KB
• ex_686533.htm (EX-1.1) — 290KB
• ex_686534.htm (EX-5.1) — 15KB
• ex_685889.htm (EX-99.1) — 373KB
• logo01.jpg (GRAPHIC) — 4KB
• logo02.jpg (GRAPHIC) — 2KB
• 0001437749-24-019950.txt ( ) — 960KB
• orc-20240611.xsd (EX-101.SCH) — 3KB
• orc-20240611_def.xml (EX-101.DEF) — 11KB
• orc-20240611_lab.xml (EX-101.LAB) — 15KB
• orc-20240611_pre.xml (EX-101.PRE) — 11KB
• orc20240610_8k_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 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, 2024 and (iii) the approval, on an advisory basis, of the compensation of the Company's named executive officers. As of April 11, 2024, the record date for the Annual Meeting, there were 52,973,989 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 13,282,625 1,227,923 230,361 17,288,499 George H. Haas, IV 12,474,864 2,037,350 228,695 17,288,499 W Coleman Bitting 13,219,754 1,279,686 244,969 17,288,499 Frank P. Filipps 13,166,130 1,316,571 258,208 17,288,499 Paula Morabito 13,330,436 1,157,583 252,890 17,288,499 Ava L. Parker 13,163,261 1,351,186 226,462 17,288,499 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 29,943,005 1,534,504 551,899 N/A Proposal 3—Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote. For

01. Other Events

Item 8.01. Other Events. ATM Program On June 11, 2024, the Company and Bimini Advisors, LLC ("Bimini") entered into an equity distribution agreement (the "Equity Distribution Agreement") with J.P. Morgan Securities LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (collectively, the "Sales Agents"), pursuant to which the Company may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of Common Stock (the "Shares"). Pursuant to the Equity Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or in negotiated transactions (which may include block trades). Under the Equity Distribution Agreement, the Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through the Sales Agents. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement. The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-269339). The Company has filed a prospectus supplement, dated June 11, 2024, to the prospectus, dated January 27, 2023, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Sales Agents and their affiliates

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement, dated June 11, 2024, by and among the Company, Bimini Advisors, LLC, J.P. Morgan Securities LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC 5.1 Opinion of Vinson & Elkins L.L.P., dated June 11, 2024, with respect to the legality of the Shares 23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) 99.1 Press Release dated June 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

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 11, 2024 ORCHID ISLAND CAPITAL, INC. By: /s/ Robert E. Cauley Robert E. Cauley Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR