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 11, 2019
Bimini Capital Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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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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☐
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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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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. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
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 11, 2019 (the “Annual Meeting”), the
stockholders voted on the following matters: (i) the election of one Class I 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, 2019,
and (iii) approve, by a non-binding vote, the Company’s executive compensation. As of April 10, 2019, the record date for the Annual Meeting, there were 12,740,493 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 I Director. Based on the results presented below, Mr. Frank E. Jaumot was elected to our Board to serve until the
2022 annual meeting of the Company’s stockholders or until his successor is elected and qualified
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Nominee for Director
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For
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Against
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Abstain
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Broker Non-Votes*
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Frank E. Jaumot
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4,826,296
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422,268
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18,484
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6,404,166
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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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For
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Against
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Abstain
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Broker Non-Votes
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10,486,205
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1,126,935
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58,074
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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.
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For
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Against
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Abstain*
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Broker Non-Votes*
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4,999,974
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252,168
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14,906
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6,404,166
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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 3 and have no effect on the voting results on such proposal.
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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, 2018. 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.
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Date: June 11, 2019
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BIMINI CAPIAL 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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