Item 5.02. Departure
of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Orchid Island Capital, Inc.
(the “Company”) previously adopted, subject to
stockholder approval, the Orchid Island Capital, Inc. 2021
Equity Incentive Plan (the “2021 Plan”). As described below in
Item 5.07 of this Current Report on Form 8-K, on June 15,
2021 at the 2021 Annual Meeting of Stockholders (the “Annual
Meeting”) of the Company,
the stockholders of the Company approved, among other things, the
2021 Plan. Following the
stockholders’ approval of the 2021 Plan, no further awards
will be made under the Orchid Island Capital, Inc. 2012 Equity
Incentive Plan (the “2012 Plan”). However,
any outstanding awards under the 2012 Plan will continue in accordance
with the
terms of the 2012 Plan and any award agreement executed
in connection with such outstanding awards.
A brief description of the 2021 Plan is as follows:
•
the 2021 Plan provides for potential grants of (i) incentive
stock options qualified as such under U.S. federal income
tax laws (“ISOs”), (ii) stock options that do not qualify
as ISOs (together with ISOs, “Options”), (iii) stock
appreciation rights (“SARs”), (iv) stock awards, whether
restricted or fully vested, awards of restricted stock units,
other equity-based awards, cash awards, incentive awar
ds, performance units, and substitute awards (the “Awards”);
•
the maximum number of shares of the Company’s
common stock, par value $0.01 (“Common Stock”) available for
issuance under the 2021 Plan is 7,366,623 shares, which
number includes (i) 4,000,000 shares of Common Stock
reserved for issuance under the 2021 Plan and (ii) 3,366,623
shares of Common Stock that remained available for
issuance under the 2012 Plan as of the date of the Board’s
adoption of the 2021 Plan. The maximum number of
shares available for grants of ISOs under the 2021 Plan
is 7,366,623;
•
if all or any portion of an Award,
including an award granted under the 2012 Plan that was outstanding
as of the date
of the Board’s adoption
of the 2021 Plan (an “Existing Award”),
is forfeited, settled in cash, expires or otherwise
terminates without issuance and delivery of any shares of
Common Stock, then the number of shares subject to such
Award
or Existing Award
will again be available for making Awards
under the 2021 Plan. Shares tendered or
withheld to satisfy the grant or exercise price or tax
withholding obligation pursuant to any Award
other than an
Option or a SAR shall be available for future grants or Awards,
but shares tendered or withheld to satisfy (i) any
grant or exercise price on any Option, SAR or Existing
Award or
(ii) tax withholding obligation pursuant to any
Existing Award
shall not be available for future grants or Awards;
•
Awards
may be made under the 2021 Plan to the Company’s
officers and employees, officers and
employees of the
Company’s affiliates,
non-employee directors and to any other individual who provides
services to the Company or
one of its affiliates and whose participation in
the 2021 Plan is determined, by the Compensation Committee, to be
in the best interests of the Company; and
•
unless terminated earlier, the 2021
Plan will terminate on April 14, 2031, but will continue to govern
unexpired
Awards.
A detailed summary of the material features of the 2021 Plan
appears under the caption “Proposal 4: To
Approve our
2021 Plan” in the Company’s
Definitive Proxy Statement on Schedule 14A for the Annual
Meeting filed with the Securities
and Exchange Commission on April 22, 2021. The detailed
summary of the 2021 Plan and the information set forth above do
not purport to be complete and are qualified in their entirety
by reference to the full text of the 2021 Plan, which is attached
as Exhibit 10.1 to this report
and is incorporated herein by reference.
Item 5.07. Submission
of Matters to a Vote
of Security Holders.
At the Annual Meeting, the stockholders voted on the following
matters: (i) the election of the six nominated directors,
(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, 2021, (iii) the approval,
on an advisory basis, of the compensation of the Company’s
named executive officers and (iv) the approval
of the 2021 Plan. As of April 15, 2021, the record date for the
Annual
Meeting, there were 94,410,960 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: