Bimini Capital Management (BMNM) Proxy Filing summary

Executive summary

• Operates in two segments: investing in agency mortgage-backed securities (MBS) and managing Orchid Island Capital, Inc., with revenues from interest, dividends, and management fees.

• Annual meeting scheduled for June 10, 2025, to elect one Class I director and ratify the appointment of BDO USA, P.C. as auditor.

• Stockholders of record as of April 16, 2025, are eligible to vote, with each share of Class A and B common stock entitled to one vote.

Voting matters and shareholder proposals

• Proposals include electing one Class I director (Frank E. Jaumot) for a term expiring in 2028 and ratifying BDO USA, P.C. as the independent auditor for 2025.

• Board recommends voting FOR both proposals.

• Stockholders may submit proposals for the 2026 annual meeting by December 29, 2025, and director nominations by April 11, 2026.

Board of directors and corporate governance

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all chaired by the lead independent director.

• Board leadership combines Chairman and CEO roles; lead independent director provides additional oversight.

• Annual board and committee self-assessments and robust governance policies in place.