BIMINI CAPITAL MANAGEMENT, INC.
For the period ended Jun 9, 2026. Filed Apr 27, 2026.
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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
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
Bimini Capital Management, Inc., a Maryland corporation, is a specialty finance company that operates in two business segments: (i) investing in mortgage-backed securities (“MBS”) and Orchid Island Capital, Inc. (“Orchid”) common stock in our own portfolio, and (ii) serving as the external manager of Orchid, which also invests in MBS. In both cases, the principal and interest payments of these MBS 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 are backed primarily by single-family residential mortgage loans. We refer to these types of MBS as “Agency MBS.” Our investment strategy focuses on, and our portfolios primarily consist of, traditional pass-through Agency MBS, such as mortgage pass-through certificates and collateralized mortgage obligations, and structured Agency MBS, such as interest only securities, inverse interest-only securities, and principal only securities.
The Company’s operations are classified into two principal reportable segments: the investment portfolio segment and the asset management segment.
The investment portfolio segment includes the investment activities conducted by our wholly owned subsidiary, Royal Palm Capital, LLC (“Royal Palm”). The investment portfolio segment receives revenue in the form of interest and dividend income on its investments. References to the general management of the Company’s portfolio of MBS refer to the operations of Royal Palm.
The asset management segment includes the arrangement by which the Company, through Bimini Advisors, LLC, an investment advisor registered with the U.S. Securities and Exchange Commission (the “SEC”), serves as the external manager of Orchid. From this arrangement, the Company receives management fees and expense reimbursements. Bimini Advisors, LLC is a wholly owned subsidiary of Bimini Advisors Holdings, LLC, which is a wholly owned subsidiary of Royal Palm. Bimini Advisors Holdings, LLC and Bimini Advisors, LLC are collectively referred to as “Bimini Advisors.”
ITEMS OF BUSINESS AND VOTING RECOMMENDATIONS
| Voting Items | Board Recommendation |
|---|---|
| 1. To elect one Class II director to hold office until the 2029 Annual Meeting of Stockholders | FOR |
| 2. To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026 | FOR |
| 3. To approve the First Amendment to the Company's Rights Agreement | FOR |
| 4. To approve, on an advisory basis, the Company’s 2025 executive compensation | 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 2026 ANNUAL MEETING OF STOCKHOLDERS
Voting. Stockholders as of the record date, April 16, 2026, will be entitled to vote. Each share of Class A Common Stock and Class B Common Stock outstanding on the record date is entitled to one vote for each share held.
Each stockholder's vote is important. Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible via the Internet, by telephone, or by completing, signing, dating and returning your proxy or voting instruction form.
| INTERNET | TELEPHONE |
|---|
Check yourproxy or voting instruction form for the web address of our Internet voting site and toll-free telephone voting number.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.