Orion Group Holdings, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: ORN · Form: DEF 14A · Filed: Apr 3, 2024 · CIK: 1402829

Orion Group Holdings Inc DEF 14A Filing Summary
FieldDetail
CompanyOrion Group Holdings Inc (ORN)
Form TypeDEF 14A
Filed DateApr 3, 2024
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Executive Compensation, Stockholder Vote, Orion Group Holdings

TL;DR

<b>Orion Group Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, with key votes on director elections, executive compensation, auditor ratification, and equity plans.</b>

AI Summary

Orion Group Holdings Inc (ORN) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. The 2024 Annual Meeting of Stockholders for Orion Group Holdings, Inc. will be held virtually on May 16, 2024. Key voting items include the election of two Class II directors, a say-on-pay advisory vote, and ratification of KPMG, LLP as the independent auditor. Stockholders will also vote on the approval of the Company's Employee Stock Purchase Plan (ESPP) and an amendment to the 2022 Long-Term Incentive Plan (2022 LTIP). The meeting will be conducted via live webcast at www.virtualshareholdermeeting.com/ORN2024. Orion Group Holdings, Inc. is a heavy construction contractor, primarily in marine and specialty services.

Why It Matters

For investors and stakeholders tracking Orion Group Holdings Inc, this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and proposals for the upcoming annual meeting, which is crucial for shareholder governance and decision-making. The virtual format for the meeting aims to conserve resources and reduce costs while allowing stockholders to participate and vote remotely.

Risk Assessment

Risk Level: low — Orion Group Holdings Inc shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts, indicating low immediate risk.

Analyst Insight

Stockholders should review the proposals, particularly regarding director elections and equity plans, and vote their shares prior to the May 16, 2024 meeting.

Key Numbers

  • May 16, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders date.)
  • 10:00 a.m. (Central) — Annual Meeting Time (Time of the 2024 Annual Meeting of Stockholders.)
  • 2 — Directors to be Elected (Number of Class II members to be elected to the Board of Directors.)
  • 3 — Director Term Length (Length of term for elected directors.)

Key Players & Entities

  • Orion Group Holdings, Inc. (company) — Registrant name and company holding the annual meeting.
  • KPMG, LLP (company) — Proposed independent registered public accounting firm.
  • May 16, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders.
  • 2024 (date) — Year for which KPMG, LLP is proposed as auditor.
  • 2022 (date) — Year of the Long-Term Incentive Plan being amended.
  • April 3, 2024 (date) — Date of the proxy statement.

FAQ

When did Orion Group Holdings Inc file this DEF 14A?

Orion Group Holdings Inc filed this Proxy Statement (DEF 14A) with the SEC on April 3, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Orion Group Holdings Inc (ORN).

Where can I read the original DEF 14A filing from Orion Group Holdings Inc?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Orion Group Holdings Inc.

What are the key takeaways from Orion Group Holdings Inc's DEF 14A?

Orion Group Holdings Inc filed this DEF 14A on April 3, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Orion Group Holdings, Inc. will be held virtually on May 16, 2024.. Key voting items include the election of two Class II directors, a say-on-pay advisory vote, and ratification of KPMG, LLP as the independent auditor.. Stockholders will also vote on the approval of the Company's Employee Stock Purchase Plan (ESPP) and an amendment to the 2022 Long-Term Incentive Plan (2022 LTIP)..

Is Orion Group Holdings Inc a risky investment based on this filing?

Based on this DEF 14A, Orion Group Holdings Inc presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts, indicating low immediate risk.

What should investors do after reading Orion Group Holdings Inc's DEF 14A?

Stockholders should review the proposals, particularly regarding director elections and equity plans, and vote their shares prior to the May 16, 2024 meeting. The overall sentiment from this filing is neutral.

Risk Factors

  • Compliance with SEC Rules [low — regulatory]: The company must comply with SEC regulations regarding proxy solicitations and disclosures for its annual meeting.
  • Virtual Meeting Format [low — operational]: Reliance on a virtual format for the annual meeting requires robust technology and participant access to ensure smooth proceedings.

Key Dates

  • 2024-05-16: 2024 Annual Meeting of Stockholders — Key date for shareholder voting on proposals including director elections and compensation.
  • 2024-04-03: Filing Date — Date the definitive proxy statement (DEF 14A) was filed with the SEC.

Glossary

DEF 14A
Definitive Proxy Statement filed under Section 14(a) of the Securities Exchange Act of 1934. (Provides detailed information to shareholders regarding matters to be voted on at the annual meeting.)
Say-on-Pay
A non-binding advisory shareholder vote to approve the compensation of the company's named executive officers. (Allows shareholders to express their views on executive compensation practices.)
ESPP
Employee Stock Purchase Plan. (A plan allowing employees to purchase company stock, often at a discount.)

Filing Stats: 4,712 words · 19 min read · ~16 pages · Grade level 13 · Accepted 2024-04-03 17:25:17

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30 Beneficial Owners 34

Security Ownership of Directors and Officers 35

Security Ownership of Directors and Officers 35 COMPENSATION DISCUSSION AND ANALYSIS 32 INTRODUCTION 36 Executive Transition 36 EXECUTIVE SUMMARY 36 Business Highlights 36 SUMMARY OF 2023 EXECUTIVE COMPENSATION DECISIONS 37 OUR EXECUTIVE COMPENSATION PRACTICES 38 2023 SAY ON PAY 38 CEO PAY AT A GLANCE: ensuring stability through transition 38 WHAT GUIDES OUR PROGRAM 40 PRINCIPAL ELEMENTS OF COMPENSATION 41 OUR PROCESS 41 THE ROLE OF THE COMPENSATION COMMITTEE 41 THE ROLE OF MANAGEMENT 42 2023 Proxy Statement 2 THE ROLE OF THE INDEPENDENT CONSULTANT 42 THE ROLE OF PEER GROUPS AND MARKET DATA 42 2023 executive compensation program in detail 43 Base Salary 43 Annual Cash Incentives Overview 44 NEO Bonus Plan Design 44 2023 GOALS AND ACHIEVEMENT 41 Award Determination For 2023 Performance 44 Long-Term Equity Incentives 46 2023 Long-Term Incentive Award Grants 47 2024 Long-Term Incentive Program 48 OTHER PROGRAMS, POLICIES AND GUIDELINES 48 Stock Ownership Requirements 48 Benefits 49 INSIDER TRADING AND SPECULATION IN ORION STOCK 49 RISKS ARISING FROM COMPENSATION POLICIES AND PRACTICES 50 AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS 50 POST-EMPLOYMENT COMPENSATION 50 TAX DEDUCTIBILITY OF COMPENSATION 51 COMPENSATION COMMITTEE REPORT 51 Summary Compensation Table 52 Grants of Plan Based Awards 52 Outstanding Equity Awards at Fiscal Year End 2023 54 OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR ENDED 2023 54 CEO PAY RATIO DISCLOSURE 55 Pay-Versus-Performance 55 Pay for Performance Table 56 Relationship Between Company Performance and Compensation Actually Paid 57 Potential Payments Upon Termination or Change in Control 58 Overview 58 Employment Arrangements with Certain Officers 58 2023 Proxy Statement 3 Summary of Payments 59 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61 AUDIT COMMITTEE REPORT 61 AUDIT FEES 58 Audit and Non-Audit Service Approval Policy 63 Pro

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