Bimini Capital Management (BMNM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, with voting on director election, auditor ratification, amendment to the Rights Agreement, and executive compensation approval.

• Company operates in two segments: investing in agency mortgage-backed securities and asset management for Orchid Island Capital.

• Voting rights are extended to holders of Class A and Class B common stock as of April 16, 2026.

Voting matters and shareholder proposals

• Four main proposals: elect one Class II director, ratify BDO USA, P.C. as auditor, approve amendment to Rights Agreement, and advisory vote on 2025 executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 28, 2026.

Board of directors and corporate governance

• Board consists of four directors in staggered three-year terms; two are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Corporate Governance/Nominating, chaired by independent director Robert J. Dwyer.

• Annual board and committee self-assessments, lead independent director, and strong governance policies in place.

• Directors and executives prohibited from pledging, hedging, or short sales of company securities.