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): June 16,
2020
Bimini Capital
Management, Inc.
(Exact Name of Registrant as
Specified in Charter)
Maryland
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001-32171
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72-1571637
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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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:
◻
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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◻
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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◻
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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◻
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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 5.07. 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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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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___________
* |
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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___________
* |
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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* |
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.
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 16, 2020
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BIMINI CAPITAL
MANAGEMENT, INC.
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By:
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/s/ Robert E. Cauley
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Robert E. Cauley
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Chairman and Chief Executive Officer
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