Schedule 14A




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

ORCHID ISLAND CAPITAL, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

¨ Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

 

 



3305 Flamingo Drive

Vero Beach, Florida 32963

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 13, 2017

Dear Stockholder:

The 2017 Annual Meeting of Stockholders of Orchid Island Capital, Inc., a Maryland corporation, will be held at our principal executive office, located at 3305 Flamingo Drive, Vero Beach, Florida on June 13, 2017, at 10:00 a.m., Eastern Time, for the following purposes:

 

1.

To elect six directors, each to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified;




 

2.

To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2017;




 

3.

To approve, by a nonbinding vote, our executive compensation; and




 

4.

To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 30, 2017 as the record date for the annual meeting. Only holders of record of our common stock, $0.01 par value per share, as of that date are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the annual meeting will be available at the annual meeting.

Your vote is very important.  If you do not provide voting instructions, your shares will not be voted or counted on several important matters. We urge you to vote as soon as possible after you receive these proxy materials, even if you plan on attending the annual meeting.  These materials explain how to vote via mail, phone or Internet.

Admission to the annual meeting will be by admission ticket only. If you are a stockholder of record and plan to attend, tear off the admission ticket from the top half of your proxy card and bring it and a photo ID with you so that you may gain admission to the meeting. If your shares are held through a broker, please contact your broker and request that the broker obtain an admission ticket for you or provide you with evidence of your share ownership, which will gain you admission to the annual meeting.

By Order of the Board of Directors,


Robert E. Cauley

Chairman of the Board and CEO

Vero Beach, Florida

April 17, 2017
TABLE OF CONTENTS

PROXY STATEMENT

1

GENERAL INFORMATION ABOUT VOTING

2

PROPOSAL 1: ELECTION OF DIRECTORS

4

 

NOMINEES FOR DIRECTOR

4

 

CORPORATE GOVERNANCE

7

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

11

 

COMPENSATION OF DIRECTORS

11

PROPOSAL 2: TO RATIFY THE SELECTION OF

13

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

13

 

PRE-APPROVAL POLICIES AND PROCEDURES OF OUR AUDIT COMMITTEE

13

 

FEE DISCLOSURE

15

AUDIT COMMITTEE REPORT

16

EXECUTIVE OFFICERS

16

COMPENSATION COMMITTEE REPORT

24

PROPOSAL 3:  NON BINDING APPROVAL OF EXECUTIVE COMPENSATION

26

EQUITY COMPENSATION PLAN

26

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

28

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

29

CODE OF BUSINESS CONDUCT AND ETHICS

29

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

29

STOCKHOLDER COMMUNICATIONS

31

PROPOSALS OF STOCKHOLDERS

31

"HOUSEHOLDING" OF PROXY STATEMENT AND ANNUAL REPORT

31

2016 Annual Report

32

OTHER MATTERS

32

ADJOURNMENTS

32

 


ORCHID ISLAND CAPITAL, INC.

3305 Flamingo Drive

Vero Beach, Florida 32963

(772) 231-1400

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 13, 2017

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors " or the " Board ") of Orchid Island Capital, Inc., a Maryland corporation, for use at our 2017 Annual Meeting of Stockholders (the " Annual Meeting ") to be held on June 13, 2017, at 10:00 a.m. Eastern Time at the principal executive office of Orchid Island Capital, Inc., 3305 Flamingo Drive, Vero Beach, Florida 32963, and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders, and at any adjournments or postponements to the meeting. Unless the context requires otherwise, references in this proxy statement to "ORC," "our company," "we," "us" and the "Company" refer to Orchid Island Capital, Inc.

This proxy statement, the accompanying proxy card and our annual report to stockholders, which includes our annual report on Form 10-K with audited financial statements for the year ended December 31, 2016 (our " 2016 Annual Report "), are first being sent to our common stockholders on or about April 19, 2017.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2017:

This proxy statement and our 2016 Annual Report are available on the Internet at www.orchidislandcapital.com. On this website, you will be able to access this proxy statement, our 2016 Annual Report, and any amendments or supplements to the foregoing material that is required to be furnished to stockholders.

At the Annual Meeting, action will be taken to:

 

(i)

elect six directors, each to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified;




 

(ii)

ratify the appointment of BDO USA, LLP ("BDO") as our independent registered public accounting firm for the fiscal year ending December 31, 2017; and




 

(iii)

approve, by a nonbinding vote, our executive compensation.

In the discretion of the proxy holders, proxies may be voted on any other business that may properly come before the Annual Meeting or any adjournment of the Annual Meeting.

1
GENERAL INFORMATION ABOUT VOTING

Solicitation of Proxies

The enclosed proxy is solicited by and on behalf of our Board. We will bear the expense of soliciting proxies for the Annual Meeting, including the mailing cost. In addition to solicitation by mail, our officers or an agent of our designation may solicit proxies from stockholders by telephone, e-mail, facsimile or personal interview. Our officers receive no additional compensation for such services. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding our proxy materials to beneficial owners of our common stock.

Voting Securities

The Board of Directors has fixed the close of business on March 30, 2017 as the record date (the "Record Date") for determining the holders of our common stock entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. On the Record Date, there were 33,912,558 shares of our common stock outstanding. Only common stockholders of record on the Record Date are entitled to vote at the Annual Meeting, and such stockholders will be entitled to one vote for each share of our common stock held, which may be given in person or by proxy duly authorized in writing, by telephone or by Internet.
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