Orchid Island Capital (ORC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, with voting on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Company invests in Agency RMBS, operates as a REIT, and is externally managed.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Six directors nominated for election to serve until the 2027 annual meeting.

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

• Advisory (non-binding) vote on executive compensation and on the frequency of future say-on-pay votes, with annual frequency recommended.

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

Board of directors and corporate governance

• Board consists of six directors, four of whom are independent; all committees are composed solely of independent directors.

• Lead independent director structure in place; all directors elected annually.

• Board held 17 meetings in 2025; directors expected to attend all meetings.

• Majority voting standard for uncontested director elections; director resignation policy adopted.

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

• Robust stock ownership guidelines, anti-hedging/pledging, and insider trading policies enforced.