true 0001518621 0001518621 2022-06-15 2022-06-15
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
DC 20549
FORM
8-K/A
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, 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:
 
Written communications pursuant
 
to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b)
 
under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
 
Act (17 CFR 240.13e-4(c))
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on
Form 8-K filed by Orchid Island Capital, Inc. (the “Company”) on June 15, 2022 (the “Original 8-K”) reporting, among other
things, the Company’s dividend for the month of June 2022, as well as certain details of the Company’s RMBS portfolio as
of May 31, 2022 and certain other information regarding the Company, which were announced in a press release issued on
June 14, 2022 and filed with the Original 8-K as Exhibit 99.1 (the “Original Press Release”). In a table describing the
Company’s hedges in the Original Press Release, the Company’s interest rate swaps were incorrectly labeled “TBA” and the
Company’s “to-be-announced” (“TBA”) securities were incorrectly labeled “Swaps.” This Amendment is being filed solely
to file the updated press release dated June 15, 2022 as Exhibit 99.1, which corrects the labeling error in the table described
above in the Original Press Release. Except as amended by this Amendment and Exhibit 99.1 hereto, all information set forth
in the Original 8-K and corresponding exhibits remains unchanged.
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 ..............................
 
40,728,870
3,782,837
1,279,233
58,504,516
George H. Haas, IV
 
..........................
 
39,074,862
5,413,316
1,302,762
58,504,516
W Coleman Bitting
 
...........................
 
40,775,967
3,665,608
1,349,365
58,504,516
Frank P.
 
Filipps ................................
 
40,838,300
3,646,860
1,305,780
58,504,516
Paula Morabito
 
.................................
 
40,848,892
3,668,641
1,273,407
58,504,516
Ava L. Parker ...................................
 
40,490,657
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
96,698,112
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
35,938,675
7,605,215
2,247,050
[
·]
Item 8.01.
 
Other Events.
On June 15,
 
2022, the Company
 
announced that
 
the board of
 
directors of the
 
Company declared
 
a dividend for
 
the month of
June 2022
 
of $0.045
 
per share
 
of
 
the Company’s
 
common stock,
 
par value
 
$0.01 per
 
share, 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/A 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
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
Orchid Island Capital (NYSE:ORC)
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