Orchid Island Capital, Inc. (NYSE:ORC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On March 19, 2019, the Board of Directors (the “Board”) of Orchid Island Capital, Inc. (the “Company”) approved Amendment No. 1 to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”), incorporating the amendments described below.
Majority Vote and Director Resignation Policy
Effective as of March 19, 2019, the Board approved and adopted the Bylaw Amendment to change the voting standard for director elections from a plurality voting standard to a majority voting standard in uncontested elections (in which a nominee is elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election). The Bylaw Amendment retains a plurality voting standard in contested elections, which includes an election for which, as of the date that is fourteen (14) days in advance of the date the Company files its definitive proxy statement, there are more nominees for election than positions on the Board to be filled by that election.
to the Company’s Corporate Governance Guidelines, which were also amended to include a director resignation provision, incumbent directors who fail to receive a majority of the votes cast are required to promptly tender a letter of resignation to the Board, and the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether any other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken within 120 days from the date of the certification of the election results, and the Company will report such decision in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
Bylaw Amendments
Effective as of March 19, 2019, the Board approved and adopted the Bylaw Amendment to change that the power to alter, amend or repeal the Company’sBylaws will no longer be vested exclusively with the Board. The Bylaw Amendment provides that the Company’s stockholders, in addition to the Board, shall have the power to alter, amend or repeal the Bylaws and to make new Bylaw provisions, in each case by the affirmative vote of the holders of a majority of the shares of common stock in the Company then outstanding and entitled to vote on the proposed amendment.
The Bylaw Amendment also designates the Circuit Court for Baltimore City, Maryland (or if such court lacks jurisdiction, the United States District Court for the District of Maryland, Baltimore Division) as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum.
In addition, the Bylaw Amendment, among other things, updates the advance notice provisions for director nominations and stockholder proposals and specifies the powers of the chairman of a stockholder meeting.
The foregoing descriptions of the Bylaw Amendment and the amended and restated Corporate Governance Guidelines do not purport to be complete and are qualified in their entirety by reference to the full text of the Bylaw Amendment, attached hereto as Exhibit 3.1 and incorporated by reference herein, and the full text of the Company’s amended and restated Corporate Governance Guidelines, which are posted in the Investor Relations section of the Company’s website atwww.orchidislandcapital.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Orchid Island Capital, Inc. Exhibit
EX-3.1 2 orc8k20190319x991.htm EXHIBIT 3.1 EXHIBIT 3.1 ORCHID ISLAND CAPITAL,…
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About Orchid Island Capital, Inc. (NYSE:ORC)
Orchid Island Capital, Inc. (Orchid) is a specialty finance company that invests in residential mortgage-backed securities (RMBS). The Company’s business objective is to provide risk-adjusted total returns to its investors over the long term through a combination of capital appreciation and the payment of regular monthly distributions. Its portfolio consists of two categories of Agency RMBS: traditional pass-through Agency RMBS and structured Agency RMBS. Its pass-through securities are the securities secured by residential real property in which payments of both interest and principal on the securities are generally made monthly. The mortgage loans underlying pass-through certificates include fixed-rate mortgages, adjustable-rate mortgages (ARMs) and Hybrid ARMs. Its structured Agency RMBS consists of collateralized mortgage obligations, interest only securities, inverse interest only securities and principal only securities, among other types of structured Agency RMBS.
