UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices)
(
(Registrant's telephone number, including area code)
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:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Company’s Annual Meeting, a total of 25,072,232 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), representing 80.84% of the total shares of Common Stock outstanding as of the record date, were represented virtually or by valid proxies at the Annual Meeting. 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 three Class I members to the Company’s Board of Directors, to serve a three-year term, until his/her successor is duly elected and qualified.
Class | Name |
| Votes For |
| Votes Against | Abstentions |
| Broker Non-Votes | |
|
|
|
|
|
|
|
| ||
I | Thomas N. Amonett | 15,898,404 | 2,976,419 | 22,536 | 6,174,873 | ||||
I | Margaret M. Foran | 16,062,771 | 2,813,791 | 20,797 | 6,174,873 | ||||
I | Travis J. Boone | 18,536,204 | 341,296 | 19,859 | 6,174,873 |
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 |
|
|
|
|
|
|
|
15,204,053 | 3,642,572 | 50,734 | 6,174,873 |
Proposal No. 3: The vote to approve the frequency of the say-on-pay vote.
1 Year |
| 2 Years |
| 3 Years |
| Abstentions |
| Broker Non-Votes |
|
|
|
|
|
|
| ||
16,209,717 | 6,184 | 2,620,945 | 60,513 | 6,174,873 | ||||
Proposal No. 4: The Company’s stockholders ratified the appointment of KPMG LLP, as the Company’s independent registered public accounting firm for 2023.
Votes For |
| Votes Against |
| Abstentions |
|
|
|
|
|
|
|
24,762,457 |
| 9,189 |
| 300,586 |
|
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 |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 and Chief Executive Officer
Date: May 22, 2023
Document and Entity Information |
May 18, 2023 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | May 18, 2023 |
| Entity File Number | 1-33891 |
| Entity Registrant Name | ORION GROUP HOLDINGS, INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 26-0097459 |
| Entity Address, Address Line One | 12000 Aerospace |
| Entity Address, Adress Line Two | Suite 300 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77034 |
| City Area Code | 713 |
| Local Phone Number | 852-6500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.01 par value per share |
| Trading Symbol | ORN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001402829 |
| Amendment Flag | false |