Orchid Island Capital (ORC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, with proposals to elect six directors, ratify the auditor, and approve executive compensation by non-binding vote.

• Company invests in Agency RMBS, focusing on pass-through and structured securities, and operates as a REIT.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying BDO USA, P.C. as auditor for 2025, and approving executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 29, 2025.

Board of directors and corporate governance

• Board consists of six directors, four of whom are independent; all directors stand for annual election.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Lead Independent Director role established; annual board and committee self-evaluations conducted.

• Stockholders have the right to amend bylaws by majority vote.

• Policies include minimum stock ownership, prohibition on pledging/hedging, and a compensation clawback policy.