UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 14, 2022

Bimini Capital Management, Inc.

(Exact name of registrant as specified in its charter) 

Maryland

001-32171

72-1571637

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3305 Flamingo Drive

,

Vero Beach

,

Florida

32963

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code

(

772

)

231-1400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Bimini Capital Management, Inc. (the “Company”) held on June 14, 2022 (the

“Annual Meeting”), the stockholders voted on the following matters: (i) the election of one Class I director, and (ii) the

ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the

year ending December 31, 2022. As of April 14, 2021, the record date for the Annual Meeting, there were 10,539,127 shares

of common stock outstanding and entitled to vote. The full results of the matters voted on at the annual meeting of

stockholders are set forth below: 

Proposal 1— Election of Class I Director. Based on the results presented below, Mr. Frank E. Jaumot was elected to our

Board to serve until the 2025 annual meeting of the Company’s stockholders or until his successor is elected and qualified

Nominee for Director

For

Against

Abstain

Broker Non-

Votes*

Frank E. Jaumot

4,428,041

1,179,155

71

3,403,471

___________

*

Pursuant to Maryland law and the voting requirements contained in Article I, Section 1.5 of the Company’s Amended and

Restated Bylaws, broker non-votes and abstentions are not counted as votes cast on Proposal 1 and have no effect on the voting

results on such proposal.

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified

upon the following vote.

For

Against

Abstain

Broker Non-Votes

8,412,345

589,778

8,615

*

___________

*

No broker non-votes arose in connection with Proposal 2 due to the fact that the matter was considered “routine” under New

York Stock Exchange rules.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2022

 BIMINI CAPITAL MANAGEMENT, INC.

By:

/s/ Robert E. Cauley

Robert E. Cauley

Chairman and Chief Executive Officer