Orchid Island Capital, Inc.
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2025 · Filed Apr 28, 2025
Contents
Proxy Statement Summary
This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Our Company
Orchid Island Capital, Inc., a Maryland corporation (“Orchid,” the “Company,” “we” or “us”), is a specialty finance company that invests in residential mortgage-backed securities (“RMBS”). The principal and interest payments of these RMBS are guaranteed by the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Government National Mortgage Association (“Ginnie Mae” and, collectively with Fannie Mae and Freddie Mac, the “GSEs”) and are backed primarily by single-family residential mortgage loans. We refer to these types of RMBS as “Agency RMBS.” Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass through certificates and collateralized mortgage obligations issued by the GSEs, and (ii) structured Agency RMBS, such as interest only securities, inverse interest only securities and principal only securities, among other types of structured Agency RMBS. We are organized and conduct our operations to qualify to be taxed as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes.
On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock. All share, per share, deferred stock unit (“DSU”) and Performance Unit (as defined herein) information has been retroactively adjusted to reflect the reverse split.
ITEMS OF BUSINESS AND VOTING RECOMMENDATIONS
| Items for Vote | Board Recommendation |
|---|---|
| 1. Elect the six directors named in this proxy statement | FOR all nominees |
| 2. Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2025 | FOR |
| 3. Approve, by a non-binding vote, the overall executive compensation philosophy as described in the “Executive Compensation” section of this proxy statement | FOR |
Stockholders may be asked to consider any other business properly brought before the meeting or any adjournment or postponement thereof. The Board is not aware of any other business that might be brought before the meeting.
VOTING AND ADMISSION TO 2025 ANNUAL MEETING OF STOCKHOLDERS
Voting. Stockholders as of the record date, April 10, 2025, will be entitled to vote. Each share of common stock outstanding on the record date is entitled to one vote for each share of our common stock held.
Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible by:
| INTERNET | TELEPHONE |
|---|
Check your Notice of Internet Availability or proxy card for the web address of our Internet voting site and toll-free telephone voting number.
Each stockholder’s vote is important. Please submit your vote and proxy via the Internet, by telephone, or complete, sign, date and return your proxy or voting instruction form.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.