false
0001609804
0001609804
2025-06-26
2025-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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):
June 26, 2025
ORION S.A.
(Exact name of registrant as specified in its
charter)
| Grand Duchy of Luxembourg |
|
001-36563 |
|
00-0000000 |
|
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1700 City Plaza Drive, Suite 300
Spring, Texas 77389
(Address of principal executive offices,
including zip code) |
(281) 318-2959
(Registrant’s telephone number, including
area code)
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:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Shares, no par value |
|
OEC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. |
Orion S.A. (the “Company”) held its Annual
General Meeting of Shareholders (the “Annual General Meeting”) on June 26, 2025. The Company’s shareholders approved
and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement
that was filed with the SEC on April 25, 2025.
The results of votes on the matters adopted by the
Annual General Meeting are as follows:
Proposal 1(i) Election of Ms. Kerry Galvin as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,062,587 |
|
902,043 |
|
473,849 |
|
3,508,523 |
Proposal 1(ii) Election of Ms. Jaqueline Hoogerbrugge as Director
of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual
accounts of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,360,503 |
|
514,537 |
|
563,439 |
|
3,508,523 |
Proposal 1(iii) Election of Mr. Paul Huck as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 43,983,758 |
|
891,025 |
|
563,696 |
|
3,508,523 |
Proposal 1(iv) Election of Ms. Mary Lindsey as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,358,931 |
|
572,357 |
|
507,191 |
|
3,508,523 |
Proposal 1(v) Election of Mr. Didier Miraton as Director of
the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,132,690 |
|
831,787 |
|
474,002 |
|
3,508,523 |
Proposal 1(vi) Election of Mr. Yi Hyon Paik as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,091,403 |
|
826,685 |
|
520,391 |
|
3,508,523 |
Proposal 1(vii) Election of Mr. Corning Painter as Director
of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual
accounts of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,106,491 |
|
859,123 |
|
472,865 |
|
3,508,523 |
Proposal 1(viii) Election of Mr. Dan Smith as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 43,977,288 |
|
898,752 |
|
562,439 |
|
3,508,523 |
Proposal 1(ix) Election of Mr. Michel Wurth as Director of the
Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts
of the Company for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 43,971,314 |
|
871,280 |
|
595,885 |
|
3,508,523 |
Proposal 2 Approval of the compensation that shall be paid to
the Board of Directors of the Company for the period commencing on January 1, 2025 and ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 42,481,006 |
|
2,490,035 |
|
467,438 |
|
3,508,523 |
Proposal 3 Approval, on a non-binding advisory basis, of the
compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the proxy statement.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 42,057,744 |
|
2,911,936 |
|
468,799 |
|
3,508,523 |
Proposal 4 Approval of the annual accounts of the Company for
the financial year that ended on December 31, 2024.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,179,521 |
|
35,549 |
|
1,223,409 |
|
3,508,523 |
Proposal 5 Approval of the consolidated financial statements
of the Company for the financial year that ended on December 31, 2024.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,181,256 |
|
35,549 |
|
1,221,674 |
|
3,508,523 |
Proposal 6 Allocation of results of the financial year that
ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 44,932,648 |
|
45,004 |
|
460,827 |
|
3,508,523 |
Proposal 7 Discharge of the members of the Board of Directors
of the Company for the performance of their mandates during the financial year that ended on December 31, 2024.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 43,825,736 |
|
109,120 |
|
1,503,623 |
|
3,508,523 |
Proposal 8 Discharge of the independent auditor of the Company,
Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé for the financial year that
ended on December 31, 2024.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 43,606,553 |
|
328,157 |
|
1,503,769 |
|
3,508,523 |
Proposal 9 Appointment of Ernst & Young, Luxembourg,
Société anonyme - Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur
d’Entreprises) (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025; and
(ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 47,789,418 |
|
103,611 |
|
461,152 |
|
592,821 |
Proposal 10 Ratification of the appointment of Ernst & Young
LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial
year ending on December 31, 2025.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 48,394,774 |
|
91,174 |
|
461,052 |
|
0 |
Proposal 11 Renewal of the authorization to the Board of Directors
of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with
article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 42,504,059 |
|
2,198,372 |
|
736,048 |
|
3,508,523 |
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 S.A. |
|
| |
|
|
|
|
| |
|
|
|
|
|
By: |
/s/ Jeff Glajch |
|
| |
|
Name: |
Jeff Glajch |
|
| |
|
Title: |
Chief Financial Officer |
|
Date: June 26, 2025
