Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Bimini Capital Management, Inc. (the “Company”) held on June 16,2020 (the
“Annual Meeting”), the stockholders voted on the following matters: (i) the election of one Class II director, (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, 2020, (iii) the approval, by a non-binding vote, of the Company’s executive compensation and (iv) the recommendation, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive
officers. As of April 14, 2020, the record date for the Annual Meeting, there were 11,640,493 shares of common stock outstanding and entitled to vote. The full results of the matters voted on at the annual meeting of stockholders are set forth
below:
Proposal 1— Election of Class II Director. Based on the results presented below, Mr. Robert E. Cauley was elected to our
Board to serve until the 2025 annual meeting of the Company’s stockholders or until his successor is elected and qualified
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|
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Robert E. Cauley
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4,809,014
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500,922
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3,332
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4,955,846
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___________
*
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Pursuant to Maryland law and the voting requirements contained in Article I, Section 1.5 of the Company’s Amended and Restated Bylaws, broker non-votes and
abstentions are not counted as votes cast on Proposal 1 and have no effect on the voting results on such proposal.
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Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.
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9,437,993
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781,724
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49,397
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*
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___________
*
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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.
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Proposal 3 — Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.
For
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Against
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Abstain*
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Broker Non-Votes
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4,780,438
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493,440
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39,390
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4,955,846
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*
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Broker non-votes and abstentions are not counted as votes cast on Proposal 3 and
have no effect on the voting results on such proposal.
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Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders
recommended, on an advisory basis, that future votes on named executive officer compensation be conducted once every three years.
One Year
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Two Years
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Three Years
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Abstain
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775,552
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8,886
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4,492,858
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35,972
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In view of these voting results and in accordance with the stockholders’ recommendation, the Board of Directors has
determined that an advisory vote on named executive officer compensation will be submitted to stockholders once every three years until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.
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. These forward looking statements are based upon the Company’s present expectations, but the Company cannot assure you 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 Form 10-K for the year ended December 31, 2019.
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.