BIMINI CAPITAL MANAGEMENT, INC.

false 0001275477 0001275477 2026-06-09 2026-06-09 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 9, 2026 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 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 9, 2026 (the “Annual Meeting”), the stockholders voted on the following matters: (i) the election of one Class II director, (ii) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) the approval of the First Amendment to the Company’s Rights Agreement, and (iv) the approval, on a non-binding advisory basis, of the Company’s 2025 executive compensation. As of April 16, 2026, the record date for the Annual Meeting, there were 10,034,668 shares of common stock outstanding and entitled to vote. The results of the matters voted on at the Annual Meeting are set forth below: Proposal 1— Election of one Class II Director. Based on the results presented below, Mr. Robert E. Cauley was elected to our Board of Directors to serve until the 2029 annual meeting of the Company’s stockholders and until his successor is duly elected and qualified: Nominee for Director For Against Abstain Broker Non-Votes Robert E. Cauley 4,126,106 1,030,609 7,589 2,266,224 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 7,408,328 14,646 7,554 - Proposal 3 — Approval of First Amendment to the Company's Rights Agreement. This proposal was approved upon the following vote: For Against Abstain Broker Non-Votes 4,139,041 1,016,742 8,521 2,266,224 Proposal 4 — Advisory Vote on 2025 Executive Compensation. This advisory vote was approved upon the following vote. For Against Abstain Broker Non-Votes 4,120,960 1,035,071 8,273 2,266,224 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 9, 2026 BIMINI CAPITAL MANAGEMENT, INC. By: /s/ Robert E. Cauley Robert E. Cauley Chairman and Chief Executive Officer