false 0001275477 0001275477 2024-06-11 2024-06-11
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2024
 
 
Bimini Capital Management, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
001-32171
72-1571637
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 11, 2024 (the “Annual Meeting”), the stockholders voted on the following matters: (i) the election of two Class III 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, 2024.  As of April 22, 2024, the record date for the Annual Meeting, there were 10,005,457 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 two Class III Directors. Based on the results presented below, Mr. Robert J. Dwyer and George H. Haas, IV were elected to our Board to serve until the 2027 annual meeting of the Company’s stockholders or until their successor is elected and qualified:
 
Nominee for Director
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Robert J. Dwyer   4,051,766   833,977   2,294   2,348,649
George H. Haas, IV
  
4,051,416
  
834,327
  
2,294
  
2,348,649
___________
*              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.
 
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
7,207,553
  
20,843
  
8,290
  
*
___________
*              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.
 
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, 2023.  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.   Exhibits.
 
(d)         Exhibits
 
Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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 11, 2024
 
 BIMINI CAPITAL MANAGEMENT, INC.
   
   
 
By:
/s/ Robert E. Cauley
   
Robert E. Cauley
   
Chairman and Chief Executive Officer
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 11, 2024
Document Information [Line Items]  
Entity, Registrant Name Bimini Capital Management, Inc.
Document, Type 8-K
Document, Period End Date Jun. 11, 2024
Entity, Incorporation, State or Country Code MD
Entity, File Number 001-32171
Entity, Tax Identification Number 72-1571637
Entity, Address, Address Line One 3305 Flamingo Drive
Entity, Address, City or Town Vero Beach
Entity, Address, State or Province FL
Entity, Address, Postal Zip Code 32963
City Area Code 772
Local Phone Number 231-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001275477
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