Orion Group Holdings Adds Directors, Files Key Corporate Updates

TL;DR

Orion Group Holdings adds two directors to its board and files important corporate updates.

AI Summary

Orion Group Holdings, Inc. announced on May 16, 2024, the election of Michael J. Ganley and Michael J. McGovern to its Board of Directors, effective immediately. The company also disclosed compensatory arrangements for certain officers and submitted matters to a vote of security holders. This filing also includes financial statements and exhibits.

Why It Matters

Changes in the board of directors can signal shifts in company strategy or governance, while the submission of matters to a vote and financial disclosures are crucial for investor understanding of the company's direction and performance.

Risk Assessment

Risk Level: low — This filing primarily concerns board appointments and routine corporate disclosures, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Orion Group Holdings, Inc. (company) — Registrant
• Michael J. Ganley (person) — Newly elected Director
• Michael J. McGovern (person) — Newly elected Director
• May 16, 2024 (date) — Effective date of director elections

FAQ

Key Financial Figures

• $0.01 — ge on Which Registered Common stock, $0.01 par value per share ORN The New Yor

Filing Documents

• orn-20240516x8k.htm (8-K) — 94KB
• orn-20240516xex10d1.htm (EX-10.1) — 120KB
• orn-20240516xex10d2.htm (EX-10.2) — 13KB
• 0001402829-24-000034.txt ( ) — 375KB
• orn-20240516.xsd (EX-101.SCH) — 3KB
• orn-20240516_lab.xml (EX-101.LAB) — 16KB
• orn-20240516_pre.xml (EX-101.PRE) — 11KB
• orn-20240516x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Orion Group Holdings, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 16, 2024, at which the Company's stockholders voted to, among other things, approve the Orion Group Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") and to amend the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan (the "2022 LTIP"). The ESPP provides a means for eligible employees of the Company and its designated subsidiaries to authorize after-tax payroll deductions on a voluntary basis to be used for the periodic purchase of the Company's Common Stock, par value $0.01 per share ("Common Stock") at a 15% discount to its fair market value. The purchase price paid by the employees will be 85% of the lower of the closing price of the Common Stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. The maximum aggregate number of shares of Common Stock that may be purchased through the ESPP is 1,000,000 shares. Other principal features of the ESPP are described under "Proposal No. 4 -- Approval of the Company's Employee Stock Purchase Plan" of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on April 3, 2024 (the "Proxy Statement"). The foregoing description of the ESPP does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Under the terms of the 2022 LTIP, employees, directors and consultants of the Company and its subsidiaries are eligible to receive equity-based awards from the Company as part of their compensation. The amendment of the 2022 LTIP increases the number of

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, a total of 25,425,053 shares of the Common Stock, representing 78.4% of the total shares of Common Stock outstanding as of the record date, were present, either through participation at the virtual meeting online or represented by proxy. This percentage constituted a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting were as follows: Proposal No. 1: The Company's stockholders elected the following two Class II members to the Board, to serve a three-year term and until his successor is duly elected and qualified. Class Name Votes For Votes Against Abstentions Broker Non-Votes II Michael J. Caliel 19,402,535 861,523 10,776 5,150,219 II Quentin P. Smith, Jr. 19,427,391 838,361 9,082 5,150,219 Proposal No. 2: The Company's stockholders approved a non-binding advisory proposal for the compensation of the Company's named executive officers as disclosed in the Proxy Statement (the "say-on-pay" vote). Votes For Votes Against Abstentions Broker Non-Votes 19,757,309 490,426 27,099 5,150,219 Proposal No. 3: The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2024. Votes For Votes Against Abstentions 24,765,963 653,447 5,643 Proposal No. 4: As described in Item 5.02 above, the Company's stockholders approved the ESPP. Votes For Votes Against Abstentions Broker Non-Votes 19,719,013 553,265 2,556 5,150,219 Proposal No. 5: As described in Item 5.02 above, the Company's stockholders approved an amendment to the 2022 LTIP. Votes For Votes Against Abstentions Broker Non-Votes 19,411,759 846,330 16,745 5,150,219

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. The Exhibits to this Current Report are listed in the Exhibit Index, which appears at the end of, and is incorporated by reference into, this Current Report. Exhibit Index Exhibit No. Description 10.1 Orion Group Holdings, Inc. Employee Stock Purchase Plan 10.2 Amendment No. 1 to Orion Group Holdings, Inc.'s 2022 Long-Term Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Compensatory plan or arrangement

SIGNATURES

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. ORION GROUP HOLDINGS, INC. By: /s/ Travis J. Boone Travis J. Boone President & CEO Date: May 17, 2024

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View this 8-K filing on SEC EDGAR