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Orion Properties (NYSE: ONL) details 2026 director elections and KPMG ratification

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Rhea-AI Filing Summary

Orion Properties Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected five directors — Paul H. McDowell, Reginald H. Gilyard, Kathleen R. Allen, Richard J. Lieb and Gregory J. Whyte — to serve until the next annual meeting. As of the March 13, 2026 record date, there were 56,830,068 shares of common stock outstanding. Shareholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Director nominees received around 23.1–23.4 million votes for, while KPMG’s ratification received 36,442,566 votes for, with no broker non-votes on that proposal.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 56,830,068 shares Common stock outstanding as of March 13, 2026 record date
Votes for KPMG ratification 36,442,566 votes Proposal 2, auditor ratification for fiscal year ending December 31, 2026
Votes against KPMG ratification 357,639 votes Proposal 2, auditor ratification
Abstentions on KPMG ratification 3,381,480 votes Proposal 2, auditor ratification
Votes for Paul H. McDowell 23,381,806 votes Proposal 1, election of directors
Broker non-votes on director elections 12,697,901 votes Proposal 1, same number for each nominee
Emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Independent registered public accounting firm financial
"the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Broker non-votes financial
"Broker Non-Votes 12,697,901"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Understanding 8-K Material Events →
0001873923false00018739232026-05-132026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 13, 2026
ORION PROPERTIES INC.
(Exact name of Registrant as specified in its charter)
Maryland001-4087387-1656425
(State or Other Jurisdiction of Incorporation or Organization       (Commission File Number)(I.R.S. Employer Identification No.)
3200 E Camelback Road, Suite 100
Phoenix,AZ85018
(Address of principal executive offices, including zip code)
(602)698-1002
(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 Securities Exchange Act of 1934:
Title of each class:Trading symbol(s):Name of each exchange on which registered:
Common Stock $0.001 par value per shareONLNew 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 (§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 x
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.
On May 13, 2026, Orion Properties Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on: (i) the election of Paul H. McDowell, Reginald H. Gilyard, Kathleen R. Allen, Richard J. Lieb and Gregory J. Whyte to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify; and (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. As of March 13, 2026, the record date for the Annual Meeting, there were outstanding 56,830,068 shares of the Company’s common stock, par value $0.001 per share. The Company’s stockholders elected all five director nominees to serve on the Board of Directors and ratified the appointment of KPMG. The full results of the matters voted on at the Annual Meeting are set forth below:
Proposal 1 - Election of Directors:
NomineeVotes ForVotes AgainstAbstainBroker Non-Votes
Paul H. McDowell23,381,806994,2813,107,69712,697,901
Reginald H. Gilyard
23,057,7931,317,9883,108,00312,697,901
Kathleen R. Allen23,186,2701,189,2873,108,22712,697,901
Richard J. Lieb
23,349,2311,025,7003,108,85312,697,901
Gregory J. Whyte
23,361,0071,017,6253,105,15212,697,901
Proposal 2 - Ratification of the Appointment of KPMG as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026:
Votes ForVotes AgainstAbstainBroker Non-Votes
36,442,566357,6393,381,480*
*No broker non-votes were recorded in connection with Proposal No. 2.
No other proposals were submitted to a vote of the Company's stockholders at the Annual Meeting.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION PROPERTIES INC.
By:/s/ Paul H. McDowell
Name:Paul H. McDowell
Title:Chief Executive Officer and President

Date: May 13, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Orion Properties Inc. (ONL) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors and ratifying KPMG LLP as independent registered public accounting firm for 2026. All director nominees were elected and the appointment of KPMG was ratified, confirming the existing board slate and external auditor relationship for the upcoming fiscal year.

Were all Orion Properties Inc. (ONL) director nominees elected at the 2026 annual meeting?

Yes, all five nominees were elected. Votes for each candidate ranged from about 23.1 million to 23.4 million in favor, with smaller amounts against and abstaining, plus 12,697,901 broker non-votes reported for each director election on the meeting’s first proposal.

How many votes supported KPMG as Orion Properties Inc. (ONL) auditor for 2026?

KPMG LLP’s appointment as independent registered public accounting firm received 36,442,566 votes for, 357,639 votes against and 3,381,480 abstentions. The company reported that no broker non-votes occurred for this auditor ratification proposal, indicating broad recorded participation on that item.

How many Orion Properties Inc. (ONL) shares were eligible to vote at the 2026 meeting?

As of March 13, 2026, the record date, there were 56,830,068 shares of Orion Properties Inc. common stock outstanding. Only holders of these shares as of that date were entitled to notice of, and to vote at, the 2026 Annual Meeting of Stockholders.

Were there broker non-votes on Orion Properties Inc. (ONL) proposals?

Yes, there were 12,697,901 broker non-votes reported for each of the five director election proposals. For the proposal to ratify KPMG LLP as independent registered public accounting firm, the company stated that no broker non-votes were recorded in connection with that item.

Were any other proposals considered at Orion Properties Inc. (ONL) 2026 annual meeting?

No, only two proposals were submitted: electing five directors and ratifying KPMG LLP as independent registered public accounting firm for 2026. The company explicitly stated that no other proposals were submitted to a vote of stockholders at this annual meeting.

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