Orion Group Holdings Inc 8-K, filed May 22, 2020

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 21, 2020

ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) | Delaware | 1-33891 | 26-0097459 | | --- | --- | --- | | (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | 12000 Aerospace Suite 300

Houston, Texas 77034

(Address of principal executive offices)

(713) 852-6500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below): | ☐ | 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) | Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

TABLE OF CONTENTS

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting on May 21, 2020, 24,108,238 of the 29,283,569 shares outstanding and entitled to vote were represented in person or by proxy at the Annual Meeting and constituted a quorum. At the meeting, the stockholders voted as indicated below on the following proposals: | 1. | Elect three Class I members to our Board of Directors, each to serve a three-year term, until his or her successor is duly elected and qualified. | | --- | --- | | | Nominee | Votes cast For | Votes cast Against | Abstentions | Broker Non-Votes | | --- | --- | --- | --- | --- | --- | | Class I | | | | | | | | Thomas N. Amonett | 16,205,605 | 2,163,926 | 163,379 | 5,575,328 | | | Margaret M. Foran | 17,725,556 | 644,375 | 162,979 | 5,575,328 | | | Mark R. Stauffer | 16,432,516 | 934,799 | 1,165,595 | 5,575,328 | The nominees were elected as Class I members to our Board of Directors of Orion Group Holdings, Inc. | 2. | Approval of a non-binding advisory proposal for compensation of named executive officers (“say-on-pay” vote) as disclosed in the 2020 Proxy Statement. | | --- | --- | | Votes cast For | Votes cast Against | Abstentions | Broker Non-Votes | | --- | --- | --- | --- | | 17,820,686 | 551,728 | 160,496 | 5,575,328 | The shareholders approved Proposal 2. | 3. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting for 2020. | | --- | --- | | Votes cast For | Votes cast Against | Abstentions | | --- | --- | --- | | 23,918,053 | 46,266 | 143,919 | The shareholders approved Proposal 3.

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.