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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):
December 13, 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.
 
☐
 
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.
Item 8.01.
 
Other Events.
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.
 
 
 
Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit No.
Description
3.1
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: December 13, 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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