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Bimini Capital (BMNM) investors back director, auditor, rights amendment and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bimini Capital Management, Inc. reported the results of its annual shareholder meeting held on June 9, 2026. Stockholders voted on electing one Class II director, ratifying the independent auditor, approving an amendment to the Company’s Rights Agreement, and giving an advisory vote on 2025 executive compensation.

As of the April 16, 2026 record date, 10,034,668 shares of common stock were outstanding and entitled to vote. Robert E. Cauley was elected as a Class II director to serve until the 2029 annual meeting. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, approved the First Amendment to the Rights Agreement, and approved the non-binding advisory resolution on 2025 executive compensation.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 10,034,668 shares Common stock outstanding as of April 16, 2026 record date
Director election For votes 4,126,106 votes For Robert E. Cauley as Class II director
Director election Against votes 1,030,609 votes Against Robert E. Cauley as Class II director
Auditor ratification For votes 7,408,328 votes Ratification of BDO USA, P.C. for year ending December 31, 2026
Rights Agreement amendment For votes 4,139,041 votes Approval of First Amendment to Rights Agreement
Say-on-pay For votes 4,120,960 votes Advisory approval of 2025 executive compensation
independent registered public accounting firm financial
"the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Rights Agreement financial
"the approval of the First Amendment to the Company’s Rights Agreement"
A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.
non-binding advisory basis financial
"the approval, on a non-binding advisory basis, of the Company’s 2025 executive compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
Broker Non-Votes financial
"Abstain ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
false 0001275477 0001275477 2026-06-09 2026-06-09
 
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 9, 2026
 
 
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 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 9, 2026 (the “Annual Meeting”), the stockholders voted on the following matters: (i) the election of one Class II director, (ii) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) the approval of the First Amendment to the Company’s Rights Agreement, and (iv) the approval, on a non-binding advisory basis, of the Company’s 2025 executive compensation.  As of April 16, 2026, the record date for the Annual Meeting, there were 10,034,668 shares of common stock outstanding and entitled to vote.  The results of the matters voted on at the Annual Meeting are set forth below:
 
Proposal 1— Election of one Class II Director. Based on the results presented below, Mr. Robert E. Cauley was elected to our Board of Directors to serve until the 2029 annual meeting of the Company’s stockholders and until his successor is duly elected and qualified:
 
Nominee for Director
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
Robert E. Cauley
    4,126,106       1,030,609       7,589       2,266,224  
 
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
 
7,408,328       14,646       7,554       -  
 
Proposal 3 — Approval of First Amendment to the Company's Rights Agreement. This proposal was approved upon the following vote:
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
4,139,041       1,016,742       8,521       2,266,224  
 
Proposal 4 — Advisory Vote on 2025 Executive Compensation. This advisory vote was approved upon the following vote.
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
4,120,960       1,035,071       8,273       2,266,224  
 
 

 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: June 9, 2026
 
BIMINI CAPITAL MANAGEMENT, INC.
   
   
 
By:
/s/ Robert E. Cauley
   
Robert E. Cauley
   
Chairman and Chief Executive Officer
 
 

FAQ

What did Bimini Capital Management (BMNM) shareholders vote on at the 2026 annual meeting?

Shareholders voted on four items: electing one Class II director, ratifying BDO USA, P.C. as auditor for 2026, approving the First Amendment to the Rights Agreement, and an advisory vote on 2025 executive compensation. All proposals received sufficient support to pass.

Who was elected as director at Bimini Capital Management’s 2026 annual meeting?

Shareholders elected Robert E. Cauley as a Class II director to serve until the 2029 annual meeting and until his successor is duly elected and qualified. His election received more votes "For" than "Against," with additional abstentions and broker non-votes recorded.

Did Bimini Capital Management (BMNM) shareholders ratify the company’s independent auditor?

Yes. Shareholders ratified the appointment of BDO USA, P.C. as Bimini Capital Management’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received substantially more "For" votes than "Against," with a small number of abstentions and no broker non-votes recorded.

Was the First Amendment to Bimini Capital’s Rights Agreement approved by shareholders?

Yes. Shareholders approved the First Amendment to Bimini Capital Management’s Rights Agreement. The voting results show more "For" than "Against" votes, along with a small number of abstentions and a significant number of broker non-votes, indicating the proposal cleared the required approval threshold.

How did Bimini Capital Management (BMNM) shareholders vote on 2025 executive compensation?

Shareholders approved the company’s 2025 executive compensation on a non-binding advisory basis. The advisory "say-on-pay" resolution received more "For" than "Against" votes, plus a small number of abstentions and broker non-votes, signaling shareholder support for the disclosed pay program.

How many Bimini Capital shares were entitled to vote at the 2026 annual meeting?

As of the April 16, 2026 record date, 10,034,668 shares of Bimini Capital Management common stock were outstanding and entitled to vote. This figure defines the maximum possible voting power for the meeting’s proposals, including director election, auditor ratification, rights agreement amendment, and executive compensation.

Filing Exhibits & Attachments

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