$ORC·8-K

Orchid Island Capital, Inc. · Jun 10, 9:21 AM ET

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Orchid Island Capital, Inc. 8-K

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Orchid Island Capital Reports 2026 Annual Meeting Results; Declares $0.10 Dividend

What Happened

  • Orchid Island Capital, Inc. (ORC) filed an 8-K on June 10, 2026 reporting the results of its 2026 Annual Meeting of Stockholders and announcing a $0.10 per‑share dividend. The Company had 199,700,226 shares of common stock outstanding as of the April 9, 2026 record date.
  • Six director nominees were elected to the board: Robert E. Cauley, George H. Haas, IV, W. Coleman Bitting, Frank P. Filipps, Paula Morabito and Ava L. Parker. The company also announced that BDO USA, P.C. was ratified as the independent registered public accounting firm for 2026, and stockholders approved the advisory vote on named executive officer compensation and recommended annual advisory votes on compensation going forward.
  • The Board declared a $0.10 per‑share dividend for June 2026, payable July 30, 2026 to holders of record on June 30, 2026 (ex‑dividend date June 30, 2026). The company also released details about its RMBS portfolio as of May 31, 2026 in an attached press release (Exhibit 99.1).

Key Details

  • Shares outstanding (record date): 199,700,226.
  • Director elections (examples of vote totals): Robert E. Cauley — 64,347,162 For; George H. Haas, IV — 56,464,468 For; broker non‑votes for director slate: 61,745,081.
  • Auditor ratification: BDO USA, P.C. ratified — 121,803,409 For, 6,850,503 Against, 1,775,890 Abstain.
  • Advisory votes: Say‑on‑pay approved (61,130,974 For); shareholders recommended annual frequency for future say‑on‑pay votes (64,123,663 votes for 1 year).

Why It Matters

  • Governance: The election of six directors and ratification of the auditor confirm the Board and auditor for the coming year, providing continuity in oversight and financial reporting.
  • Cash return: The declared $0.10 dividend and its payment/record dates are material to income-focused investors who track ORC distributions.
  • Investor signaling: Approval of the advisory pay vote and a shareholder preference for annual say‑on‑pay votes indicate shareholder engagement with executive compensation; the Board will hold annual advisory votes going forward.
  • Additional disclosure: The filing references RMBS portfolio details in the June 9 press release (Exhibit 99.1) and includes standard forward‑looking statement cautions; investors should consult the press release and ORC’s 2025 Form 10‑K risk factors for more context.

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