bmnm8k12182008.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 18, 2008
Bimini
Capital Management, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32171
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72-1571637
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
December 18, 2008, Mr. W. Christopher Mortenson resigned from the Board of
Directors (the “Board”) of Bimini Capital Management, Inc. (the
“Company”). Mr. Mortenson’s resignation was not as a result of any
disagreement on any matter relating to the Company’s operations, policies or
practices. As a result of Mr. Mortenson’s resignation, the Board is
presently comprised of two directors, one of whom is an independent
director. Mr. Robert E. Cauley has been appointed Chairman of the
Board effective December 18, 2008, and continues to serve as Chief Executive
Officer of the Company. Mr. Robert J. Dwyer has been appointed as
Chair of the Board’s Compensation Committee effective December 18, 2008, and
continues to serve as Chair of the Board’s Audit Committee and Corporate
Governance and Nominating Committee.
On
December 18, 2008, the Board appointed Mr. G. Hunter Haas, IV as President,
Chief Investment Officer, Chief Financial Officer and
Treasurer. Previously, Mr. Haas served as Executive Vice President,
Chief Investment Officer, Interim Chief Financial Officer and
Treasurer. Reflecting Mr. Haas’ new responsibilities, on December 18,
2008, the Compensation Committee approved an increase in Mr. Haas’ base salary
to $400,000 per annum effective January 1, 2009. Unlike 2008 when Mr.
Haas’ cash compensation consisted of base salary and a guaranteed cash retention
bonus, no such guaranteed retention bonus has been awarded for
2009.
On
December 18, 2008, the Company entered into Severance Agreements with Messrs.
Cauley and Haas (the “Severance Agreements”). Unless extended in
accordance with the terms of the Severance Agreements, the Severance Agreements
will terminate on December 31, 2009. The Severance Agreements provide
that Messrs. Cauley and Haas will be entitled to certain Termination Benefits
(as defined in the Severance Agreements) in the event that, during the term of
the Severance Agreements, the Company terminates the executive’s employment with
the Company without Cause (as defined in the Severance Agreements) or the
executive resigns their employment with the Company and the executive has Good
Reason (as defined in the Severance Agreements) to resign. The
Severance Agreements also include customary restrictive covenants binding upon
Messrs. Cauley and Haas, including non-compete, confidentiality,
non-solicitation and no hire covenants.
The
foregoing description of the Severance Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Severance Agreements, which are filed as Exhibits 10.1 and 10.2 to this
Current Report on Form 8-K and are incorporated herein by reference in their
entirety.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
No. Description
10.1 Severance
Agreement, dated December 18, 2008, between Bimini Capital Management, Inc. and
Robert E. Cauley.
10.2 Severance
Agreement, dated December 18, 2008, between Bimini Capital Management, Inc. and
G. Hunter Haas, IV.
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.
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Date:
December 18, 2008
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
Robert E. Cauley
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Robert
E. Cauley
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Chairman
and Chief Executive Officer
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