UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Orion Group Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2026, at which the Company’s stockholders voted to, among other things, approve Amendment No. 2 (the “LTIP Amendment”) to the Orion Group Holdings, Inc. 2022 Long-Term Incentive Plan, as amended (the “2022 LTIP”).
The LTIP Amendment increases the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), authorized for issuance under the 2022 LTIP by 2,000,000 shares, from 3,735,000 shares to 5,735,000 shares, and expands the per person award limitations thereunder to apply to all Eligible Persons, including all members of the Board of Directors (the “Board”). The LTIP Amendment is described under “Proposal No. 5 -- Approval of an Amendment to the Company’s Long Term Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2026 (the “Proxy Statement”). The foregoing description of the LTIP Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to expand exculpation to officers as permitted by Delaware law. Following stockholder approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 20, 2026, and the Certificate of Amendment became effective upon filing.
The Certificate of Amendment adds a new Article 15 to the Company’s Amended and Restated Certificate of Incorporation, as amended, providing that an officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent that exculpation from liability is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, a total of 34,648,326 shares of Common Stock, representing 86.18% of the total shares of Common Stock outstanding as of the record date, were present, either through participation at the virtual meeting online or represented by proxy. 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 two Class I members to the Board, each to serve a three-year term and until his successor is duly elected and qualified.
Class | Name | Votes For | Votes Withheld | Broker Non-Votes |
I | Travis J. Boone | 29,365,562 | 426,836 | 4,855,928 |
I | Robert S. Ledford | 29,443,700 | 348,698 | 4,855,928 |
As previously disclosed in the Proxy Statement, Thomas N. Amonett and Margaret M. Foran each retired from the Board effective at the conclusion of the Annual Meeting. Upon Mr. Amonett’s and Ms. Foran’s retirements, the size of the Board was reduced from eight to six members. The retirements were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with the foregoing elections and retirements, Michael J. Caliel was appointed to the Nominating and Governance Committee and became Chair. He will continue to serve on the Compensation Committee and the Audit Committee. Mr. Ledford was also appointed to the Nominating and Governance Committee.
Following the foregoing changes, the Audit Committee consists of Ms. Sullivan and Messrs. Caliel, Ledford and Smith, with Ms. Sullivan serving as its Chair; the Nominating and Governance Committee consists of Ms. Sullivan and Messrs. Caliel and Ledford, with Mr. Caliel serving as its Chair; and the Compensation Committee consists of Messrs. Caliel, Ledford and Smith, with Mr. Smith serving as its Chair.
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 |
29,338,341 | 437,753 | 16,304 | 4,855,928 |
Proposal No. 3: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Votes For | Votes Against | Abstentions |
34,245,100 | 317,622 | 85,604 |
Proposal No. 4: As described in Item 5.03 above, the Company’s stockholders approved the Certificate of Amendment.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
21,977,502 | 7,788,693 | 26,203 | 4,855,928 |
Proposal No. 5: As described in Item 5.02 above, the Company’s stockholders approved the LTIP Amendment.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
28,188,199 | 1,584,841 | 19,358 | 4,855,928 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
Exhibit No. | | Description | |
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. | |||
†10.1 | Amendment No. 2 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||
† Compensatory plan or arrangement.
SIGNATURE
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. | ||
Dated: May 20, 2026 | By: | /s/ Travis J. Boone |
President and Chief Executive Officer | ||
Exhibit 3.1
ORION GROUP HOLDINGS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Orion Group Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:
“ARTICLE 15
An officer of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined. If the DGCL is amended to authorize the further elimination or limitation of the liability of officers, then the liability of an officer of the Corporation, in addition to the limitation on personal liability provided in this Article, shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any officer of the Corporation for or with respect to any acts or omissions of such officer occurring prior to such amendment or repeal.”
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment Of Certificate of Incorporation as of this 20th day of May, 2026.
ORION GROUP HOLDINGS, INC. | |
| |
By: | /s/ Travis J. Boone |
Name: | Travis J. Boone |
Title: | President and Chief Executive Officer |
[Signature Page to Orion Group Holdings, Inc. Certificate of Amendment Of Certificate of Incorporation]
#110700614v4
Exhibit 10.1
AMENDMENT NO. 2 TO ORION GROUP HOLDINGS, INC.’S
2022 LONG-TERM INCENTIVE PLAN
This Amendment No. 2 (this “Amendment”) to the 2022 Long-Term Incentive Plan the (“2022 LTIP”) is made by Orion Group Holdings, Inc. (the “Company”) pursuant to the 2022 LTIP, as follows:
WHEREAS, the Company previously adopted the 2022 LTIP for the benefit its eligible participants;
WHEREAS, pursuant to Section 10(c) of the 2022 LTIP, the Board of Directors (the “Board”) has the power and authority to amend the terms of the 2022 LTIP, subject to approval by the Company’s stockholders if required;
WHEREAS, this Amendment, which requires the approval by the Company’s stockholders, (i) increases the maximum number of shares of common stock of the Company (“Shares”) that may be issued in connection with awards granted under the 2022 LTIP from 3,735,000 shares to 5,735,000 shares and (ii) expands the application of the per person award limitation to include all members of the Board; and
WHEREAS, the Board approved this Amendment on March 26, 2026.
NOW, THEREFORE, pursuant to the 2022 LTIP, the 2022 LTIP is amended in the following respects:
| 1. | Shares Subject to the 2022 LTIP. Section 4(a) of the 2022 LTIP is hereby amended to increase the number of Shares that may be issued in connection with awards, and shall read in its entirety as follows: |
Section 4(a): Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for issuance in connection with Awards under this Plan shall not exceed 5,735,000 shares plus the Stock available under Prior Plans as described in Subsection 4(e).
| 2. | Eligibility; Per Person Award Limitations. Section 5 of the 2022 LTIP is amended to expand the per person award limitations under the LTIP to apply to all Eligible Persons, including all members of the Board, and shall read in its entirety as follows: |
Section 5: Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof or in connection with the severance or retirement of Eligible Persons. In each calendar year, during any part of which this Plan is in effect, an Eligible Person may not be granted (a) Awards (including stock options and SARs but not including any Awards the settlement of which is not based on a number of shares of Stock) relating to more than 2,000,000 shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, and (b) Awards the settlement of which is not based on a number of shares of Stock, having a value determined on the date of grant in excess of $5,000,000.00. Subject to the overall limit of Section 4(a) and any adjustments pursuant to Section 9, the maximum number of shares of Stock that may be issued upon the exercise of stock options granted under this Plan that are intended to qualify as ISOs shall be 2,000,000 shares.
| 3. | Full Force and Effect. Except as otherwise set forth in this Amendment, the 2022 LTIP shall remain in full force and effect. |
| 4. | Effective Date. This Amendment shall not become effective unless the stockholders of the Company approve the increase to the share reserve of the 2022 LTIP, as set forth above, during the 2026 Annual Meeting of the Stockholders on May 19, 2026 (the “Effective Date”). If approved, then this Amendment shall become effective as of the Effective Date. If stockholders do not approve this Amendment, then it shall be null and void. |
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment on the Effective Date.
By: ___/s/ Travis J. Boone_________________
Name: Travis J. Boone
Title: President and CEO