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Shareholders at Origin Materials (NASDAQ: ORGN) back complete liquidation plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Origin Materials, Inc. reported the results of a special shareholder meeting where investors approved a plan to wind down the company. Stockholders voted in favor of a Plan of Complete Liquidation and Dissolution, authorizing management to liquidate and dissolve the company under this plan.

At the meeting, 2,123,179 shares were represented, equal to 38.58% of the 5,503,087 shares outstanding as of May 20, 2026, which constituted a quorum. The Dissolution Proposal received 2,043,101 votes for, 66,752 against, and 13,326 abstentions. Shareholders also approved an Adjournment Proposal, giving the Board discretionary authority to adjourn the meeting if needed to solicit additional proxies in support of the dissolution.

Positive

  • None.

Negative

  • Shareholder approval of complete liquidation and dissolution fundamentally shifts Origin Materials from an operating business toward winding down, a material and generally negative development for an ongoing equity investment thesis.

Insights

Shareholders approved Origin Materials’ liquidation, a thesis-changing, negative event.

Stockholders of Origin Materials, Inc. approved a Plan of Complete Liquidation and Dissolution, effectively authorizing the company to wind down. This marks a fundamental change from operating growth business to distributing remaining value and closing operations.

The Dissolution Proposal passed with 2,043,101 votes for versus 66,752 against and 13,326 abstentions, based on 2,123,179 shares present. This indicates strong support among participating shareholders for liquidation relative to maintaining the current corporate structure.

Shareholders also approved an Adjournment Proposal with 1,975,944 votes for, allowing the Board to adjourn the special meeting to gather more proxies if needed. Future company communications and filings are likely to focus on implementing the dissolution plan and related steps under the approved framework.

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 represented at meeting 2,123,179 shares Special meeting attendance
Shares outstanding 5,503,087 shares As of May 20, 2026 record date
Quorum percentage 38.58% Portion of outstanding shares represented
Dissolution Proposal votes for 2,043,101 votes Approval of Plan of Complete Liquidation and Dissolution
Dissolution Proposal votes against 66,752 votes Opposition to dissolution
Adjournment Proposal votes for 1,975,944 votes Authority to adjourn meeting for more proxies
Plan of Complete Liquidation and Dissolution financial
"to approve the liquidation and dissolution of the Company, or the Dissolution, pursuant to the Plan of Complete Liquidation and Dissolution"
A plan of complete liquidation and dissolution is a formal roadmap for closing a company: selling its assets, paying off debts and obligations, and then distributing any remaining cash to shareholders before legally ending the business. For investors it matters because it typically ends public trading of the company’s stock and determines whether shareholders receive any payout (and how much) — like a store closing sale where bills are paid first and whatever’s left is split among owners.
Dissolution Proposal financial
"This proposal is referred to as the “Dissolution Proposal.”"
Adjournment Proposal financial
"This proposal is referred to as the “Adjournment Proposal.”"
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
quorum financial
"representing 38.58% of the 5,503,087 shares of common stock outstanding ... and constituting a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
proxy financial
"Present at the Special Meeting via remote communication or by proxy were the holders of 2,123,179 shares"
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
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Understanding 8-K Material Events →
0001802457FALSE00018024572026-07-012026-07-01

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): July 1, 2026
______________________
Origin Materials, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware
001-39378
87-1388928
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

930 Riverside Parkway, Suite 10
West Sacramento, CA
95605
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: +1 (916) 231-9329
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 obligations 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(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareORGN
The Nasdaq Capital Market
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 ☐
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 July 1, 2026 Origin Materials, Inc. (the “Company”) held its 2026 special meeting of stockholders (the “Special Meeting”). Present at the Special Meeting via remote communication or by proxy were the holders of 2,123,179 shares of common stock of the Company, representing 38.58% of the 5,503,087 shares of common stock outstanding as of the close of business on May 20, 2026, the record date for the Special Meeting, and constituting a quorum for the transaction of business.
At the Special Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 26, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each matter.

1.To approve the liquidation and dissolution of the Company, or the Dissolution, pursuant to the Plan of Complete Liquidation and Dissolution, or the Plan of Dissolution, which, if approved, will authorize the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. This proposal is referred to as the “Dissolution Proposal.” The voting results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
Total
2,043,10166,75213,326—2,123,179

2. To grant discretionary authority to our Board of Directors, or the Board of Directors, to adjourn the Special Meeting, even if a quorum is present, to solicit additional proxies in the event that there are insufficient shares present in person or by proxy voting in favor of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution. This proposal is referred to as the “Adjournment Proposal.” The voting results were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
Total
1,975,944116,55630,679—2,123,179




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORIGIN MATERIALS, INC.
Dated: July 1, 2026
By:
/s/ Joshua Lee
Joshua Lee
Secretary and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Origin Materials (ORGN) shareholders approve at the 2026 special meeting?

Shareholders approved a Plan of Complete Liquidation and Dissolution, authorizing Origin Materials to liquidate and dissolve the company under this plan. This decision shifts the company from ongoing operations toward an orderly wind-down and distribution of remaining value.

How many Origin Materials shares were represented at the special meeting?

A total of 2,123,179 shares of Origin Materials common stock were represented, equal to 38.58% of the 5,503,087 shares outstanding as of May 20, 2026. This level of participation constituted a quorum for conducting business at the meeting.

What were the vote results for the Origin Materials Dissolution Proposal?

The Dissolution Proposal received 2,043,101 votes for, 66,752 votes against, and 13,326 abstentions, with no broker non-votes. These results show strong support among voting shareholders for liquidating and dissolving Origin Materials under the approved plan.

Did Origin Materials shareholders approve the Adjournment Proposal?

Yes. The Adjournment Proposal received 1,975,944 votes for, 116,556 votes against, and 30,679 abstentions. This grants the Board discretionary authority to adjourn the special meeting to solicit additional proxies in favor of the dissolution if necessary.

What was the record date for Origin Materials’ 2026 special meeting?

The record date for Origin Materials’ 2026 special meeting was May 20, 2026. The 5,503,087 shares of common stock outstanding as of the close of business on that date determined which shareholders were entitled to vote at the meeting.

What does the Plan of Complete Liquidation and Dissolution mean for Origin Materials?

The Plan of Complete Liquidation and Dissolution authorizes Origin Materials to liquidate and dissolve the company in accordance with the plan’s terms. It shifts the corporate focus from ongoing operations toward winding down and distributing remaining assets as provided under the approved framework.

Filing Exhibits & Attachments

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