Bimini Capital Management (BMNM) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, with voting on four key proposals, including director election, auditor ratification, amendment to the Rights Agreement, and a non-binding say-on-pay vote.

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

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of one Class II director (Robert E. Cauley) to serve until 2029.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Approval of the First Amendment to the Rights Agreement, extending expiration to 2030 and increasing the purchase price.

• Advisory vote on 2025 executive compensation.

• Other business may be considered if properly brought before the meeting.

Board of directors and corporate governance

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

• Three standing 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 emphasis on director independence and diversity of experience.

• Policies include a code of ethics, whistleblower policy, and prohibition on pledging/hedging company securities.