Orchid Island Capital, Inc. (NYSE:ORC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Orchid Island Capital, Inc. (the "Company") held on June 19, 2018 (the "Annual Meeting"), the stockholders voted on the following matters: (i) the election of the six nominated directors, and (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, 2018. As of April 10, 2018, the record date for the Annual Meeting, there were 53,095,014 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 Directors. The following nominees were elected to our Board to serve until the next annual meeting of the Company's stockholders or until his or her successor is elected and qualified: Robert E. Cauley, George H. Haas, IV, W Coleman Bitting, Frank P. Filipps, Paula Morabito and Ava L. Parker.
Nominee for Director |
For |
Withheld |
Broker Non-Votes |
Robert E. Cauley |
16,267,786 |
995,383 |
30,246,304 |
George H. Haas, IV |
15,231,452 |
2,031,717 |
30,246,304 |
W Coleman Bitting |
14,522,103 |
2,741,066 |
30,246,304 |
Frank P. Filipps |
14,581,066 |
2,682,103 |
30,246,304 |
Paula Morabito |
16,243,338 |
1,019,831 |
30,246,304 |
Ava L. Parker |
14,497,257 |
2,765,912 |
30,246,304 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.
For |
Against |
Abstain |
Broker Non-Votes |
45,025,994 |
1,023,072 |
1,460,407 |
* |
___________
* |
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. |
Item 8.01. Other Events.
On June 19, 2018, the Company announced that the Board of Directors of the Company declared a dividend for the month of June 2018 of $0.09 per share to be paid on July 10, 2018 to holders of record on June 29, 2018, with an ex-dividend date of June 28, 2018. In addition, the Company announced certain details of its MBS portfolio as of May 31, 2018 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. 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, 2017. 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 |
Press Release dated June 19, 2018
|
Orchid Island Capital, Inc. ExhibitEX-99.1 2 orc8k20180619x991.htm EXHIBIT 99.1 EXHIBIT 99.1 ORCHID ISLAND CAPITAL ANNOUNCES JUNE 2018 MONTHLY DIVIDEND AND MAY 31,…To view the full exhibit click here
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.