Orion Group (ORN) investors approve LTIP share increase and officer exculpation
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Orion Group Holdings, Inc. reported results from its 2026 annual stockholder meeting. Investors approved an amendment to the 2022 Long-Term Incentive Plan, increasing common shares authorized for issuance by 2,000,000, from 3,735,000 to 5,735,000, and broadening per-person award limits to all eligible participants, including directors.
Stockholders also approved a Certificate of Amendment to expand liability exculpation to officers as permitted by Delaware law, with the change becoming effective upon filing. Two Class I directors, Travis J. Boone and Robert S. Ledford, were elected, two directors retired with the board size reduced to six, and committee memberships were reorganized. Say-on-pay passed, KPMG LLP was ratified as auditor for 2026, and all described proposals received requisite support.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 5.02, 5.03, 5.07, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
LTIP new share authorization: 2,000,000 shares
Total LTIP shares post-amendment: 5,735,000 shares
LTIP shares pre-amendment: 3,735,000 shares
+5 more
8 metrics
LTIP new share authorization
2,000,000 shares
Increase in shares authorized under 2022 LTIP
Total LTIP shares post-amendment
5,735,000 shares
Common stock authorized for issuance under 2022 LTIP
LTIP shares pre-amendment
3,735,000 shares
Common stock previously authorized under 2022 LTIP
Shares represented at meeting
34,648,326 shares
Common stock present or by proxy at 2026 annual meeting
Quorum percentage
86.18%
Percent of outstanding common stock represented at meeting
Say-on-pay votes for
29,338,341 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
34,245,100 votes
Ratification of KPMG LLP as 2026 auditor
Charter amendment votes for
21,977,502 votes
Approval of Certificate of Amendment expanding officer exculpation
Key Terms
Long-Term Incentive Plan, exculpation, Certificate of Amendment, say-on-pay, +2 more
6 terms
Long-Term Incentive Plan financial
"approve Amendment No. 2 (the “LTIP Amendment”) to the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
exculpation regulatory
"approved an amendment ... to expand exculpation to officers as permitted by Delaware law"
Certificate of Amendment regulatory
"The Certificate of Amendment adds a new Article 15 to the Company’s Amended and Restated Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
say-on-pay financial
"approved a non-binding advisory proposal for the compensation of the Company’s named executive officers ... (the “say-on-pay” vote)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes"
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.
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
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.
FAQ
What did Orion Group Holdings (ORN) stockholders approve at the 2026 annual meeting?
Stockholders approved several key items, including director elections, an amendment to the 2022 Long-Term Incentive Plan, expanded officer exculpation in the charter, a say-on-pay resolution, and ratification of KPMG LLP as the independent registered public accounting firm for 2026.
How did Orion Group Holdings (ORN) change its 2022 Long-Term Incentive Plan?
The 2022 Long-Term Incentive Plan was amended to increase common shares authorized for issuance by 2,000,000, from 3,735,000 to 5,735,000 shares. The amendment also expanded per-person award limitations to apply to all eligible participants, including all members of the board of directors.
What charter change for officers did Orion Group Holdings (ORN) approve?
Stockholders approved a Certificate of Amendment adding a new article to the charter that extends exculpation from monetary damages for certain officer fiduciary duty breaches, to the extent permitted under Delaware law. The amendment became effective when filed with the Delaware Secretary of State.
Which directors were elected to Orion Group Holdings (ORN)’s board in 2026?
Two Class I directors, Travis J. Boone and Robert S. Ledford, were elected to three-year terms. Boone received 29,365,562 votes for, while Ledford received 29,443,700 votes for, with additional votes withheld and broker non-votes reported for each election.
Did Orion Group Holdings (ORN) stockholders approve say-on-pay in 2026?
Yes. Stockholders approved the non-binding advisory vote on executive compensation, with 29,338,341 votes for, 437,753 against, and 16,304 abstentions. There were 4,855,928 broker non-votes recorded on this say-on-pay proposal at the 2026 annual meeting.
Was Orion Group Holdings (ORN)’s auditor for 2026 ratified by stockholders?
Yes. Stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for 2026. The ratification received 34,245,100 votes for, 317,622 votes against, and 85,604 abstentions, reflecting strong support for the selected auditor.