BIMINI CAPITAL MANAGEMENT, INC.
For the period ended Jun 9, 2026. Filed Apr 27, 2026.
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 9, 2026 · Filed Apr 27, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
BIMINI CAPITAL MANAGEMENT, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fees paid on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
3305 Flamingo Drive
Vero Beach, Florida 32963
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026
Dear Stockholder:
The 2026 Annual Meeting of Stockholders of Bimini Capital Management, Inc., a Maryland corporation, will be held at our principal executive office, located at 3305 Flamingo Drive, Vero Beach, Florida on June 9, 2026, at 8:00 a.m., Eastern Time, for the following purposes:
To elect one Class II director, to serve until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified;
To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2026;
To approve the First Amendment to the Company's Rights Agreement;
To approve, on a non-binding advisory basis, the Company's 2025 executive compensation; and
To consider and vote upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 16, 2026 as the record date for the Annual Meeting. Only holders of record of our Class A Common Stock and Class B Common Stock as of that date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting.
Your vote is very important. If you do not provide voting instructions, your shares will not be voted or counted on several important matters. We urge you to vote as soon as possible after you receive these proxy materials, even if you plan on attending the Annual Meeting. These materials explain how to vote via mail, phone or Internet.
Admission to the Annual Meeting will be by ticket only. If you are a stockholder of record and plan to attend, tear off the admission ticket from the top half of your proxy card and bring it and a photo ID with you so that you may gain admission to the Meeting. If your shares are held through a broker, please contact your broker and request that the broker obtain an admission ticket for you or provide you with evidence of your share ownership, which will gain you admission to the Annual Meeting.
By Order of the Board of Directors,
Robert E. Cauley
Chairman of the Board and CEO
Vero Beach, Florida
April 27, 2026
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| Proxy Statement | 1 |
| Proxy Statement Summary | 2 |
| General Information About Voting | 3 |
| Proposal 1: Election of Class II Director | 5 |
| Nominees for Director | 5 |
| Continuing Directors | 6 |
| Corporate Governance | 6 |
| Board of Directors Composition | 7 |
| Director Independence | 7 |
| Board Meetings and Committees | 7 |
| Board of Directors Leadership Structure | 9 |
| Board Role in Risk Oversight | 9 |
| Code of Business Conduct and Ethics | 9 |
| Insider Trading Policy | 10 |
| Policy Prohibiting Pledging and Hedging | 10 |
| Timing of Certain Equity Awards | 10 |
| Cybersecurity | 10 |
| Compensation of Directors | 11 |
| Proposal 2: To Ratify the Selection of Independent Registered Public Accounting Firm | 12 |
| Pre-Approval Policies and Procedures of Our Audit Committee | 13 |
| Fee Disclosure | 13 |
| Audit Committee Report | 14 |
| Proposal 3: To Approve the First Amendment to the Company's Rights Agreement | 15 |
| Proposal 4: To Approve, By a Non-Binding Vote, The Company's Executive Compensation | 18 |
| Executive Officers | 19 |
| Compensation Discussion and Analysis | 19 |
| Executive Compensation | 20 |
| Summary Compensation Table | 20 |
| Pay Versus Performance | 21 |
| Potential Payments Upon Termination or Change in Control | 23 |
| Security Ownership of Management and Certain Beneficial Owners | 25 |
| Delinquent Section 16(a) Reports | 25 |
| Certain Relationships and Related Parties | 26 |
| Stockholder Communications | 27 |
| Proposals of Stockholders | 27 |
| Other Matters | 28 |
| Adjournments | 28 |
BIMINI CAPITAL MANAGEMENT, INC.
3305 Flamingo Drive
Vero Beach, Florida 32963
(772) 231-1400
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.