Orion Group Holdings Inc (ORN) May 19, 2026 Annual General Meeting Transcript

Good day, everyone, and welcome to the Orion Group Holdings Annual Meeting. Now, I'd like to turn the call over to your host, Austin Schanfelter, Chairman of the Board. Please go ahead, Austin.

Thank you, Elvis. Good morning. Welcome to the 2026 Annual Meeting of Stockholders of Orion Group Holdings, Incorporated. I am Austin Schanfelter, Chairman of the Board of Directors. I will be presiding as chair of this meeting. I've asked Travis Boone, our front president and CEO, to assist me with this administrative and reporting portions of this meeting. At this time, I call the meeting to order. If you have not yet viewed a copy of the Agenda of Rules of Conduct, please refer to the documents attached to the virtual stockholder meeting,

including Thomas Eminem, Michael Khalil, Margaret Foran, Robert Edward Ledford, Austin Schanfelter, Quinn Smith Jr., Mary Sullivan, and myself, Travis Boone. Also present today is Allison Vasquez, the company's Executive Vice President and Chief Financial Officer, and Lisa Newbern, Assistant Corporate Secretary. The Board of Directors has appointed Beth Vanderbeck of Corradio Group, on behalf of Broadridge, to act as Inspector of Elections for this meeting. Beth Vanderbeck has previously taken the oath as the Inspector of Elections. Also in attendance is Jeremy Cervanek, partner, and Thomas Taylor, senior manager, both of whom are representing KPMG LLP as the company's registered independent outside auditors. During the question and answer period at the end of the meeting, the board and company management will be available to answer questions regarding the company, and Mr. Cervanek and Mr. Taylor will be available to answer questions specific to their audit and the company's financial statements. Ms. Vanderbeek is participating in the meeting virtually. A copy of the Rules of Conduct has been made available to all of you for this meeting. In order to conduct an orderly meeting, we ask that participants follow these rules. As stated in the Rules of Conduct, stockholders will not be able to address the meeting until recognized. Should you desire to ask a question or speak during the meeting, please do so by posting your question using the online meeting platform. After confirmation of your status as a stockholder or proxy holder, you may post your question. Please limit remarks as stated in the Rules of Conduct. The notice of record date for voting at this meeting was the close of business on March 20, 2026. The record date can be made available for your review. The Assistant Secretary has delivered an affidavit of distribution showing that notice of this meeting was given. A copy of both the notice of meeting and affidavit will be incorporated into the minutes. The Assistant Secretary has informed me that the stockholders list shows that the holders of 40,200,615 shares of common stock of the company are entitled to vote at this meeting. We are informed by the Inspector of Elections that there are represented online, in person, or by proxy, a total of 34,648,326 shares of common stock, or approximately 86.18% of all the shares entitled to vote at this meeting. On the percentage of the total shares of the company held by holders of record, now present at the meeting, either personally, online, or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. The next order of business is a description of matters properly brought before this meeting. No stockholder proposals, timely or otherwise, have been received for consideration at this meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed to you. The first item of business today is the election of two Class I directors, each to serve a three-year term expiring at the 2029 annual meeting. The directors elected today will hold office until the applicable date of the annual meeting of stockholders in 2029 and until a successor is duly elected and qualified. The nominees are myself and Mr. Robert S. Ledford. The item of business today is the approval of the compensation of our named executive officers as disclosed in this year's proxy statement. This proposal, known as the stay-on-pay proposal, is required under Section 14A of the Securities Exchange Act of 1934 as amended and gives the company stockholders the opportunity on an advisory basis to approve or not approve the compensation of named executive officers through the resolution found on your proxy materials. The third item of business today is to ratify the appointment of KPMG, LLP, an independent registered public accounting firm, as the company's outside independent auditors for 2026. The third item of business today is the approval of a proposed amendment to the company's amended and restated certificate of incorporation to limit the liability of officers as permitted by law. The fifth and final item of business today is the approval of a proposed amendment to the company's 2022 long-term incentive plan as amended to increase the number of shares of common stock authorized for issuance under the plan by 2 million shares, from 3,735,000 shares to 5,735,000 shares, and award limitations thereunder to apply to all eligible persons, including all members of the board.

The board of directors of the company recommends that you vote before each of these proposals.

I make the motion to approve each of the original proposals. Is there a second? I second the motion. Because there's no further business on the agenda to come before this meeting, we will move toward voting on each of the... If you provided your proxy card, your shares will be voted accordingly. If you will be voting today, the online polls will open momentarily. Voting will proceed after I declare that the polls are open. You will be given time to complete and submit your online ballots to the Inspector of Elections. It's 06 a.m., and I declare the polls now open for each matter to be voted on today, May 19, 2026.

As opposed to a couple folks, you are completing your votes to delete the ballots. Yes, I have.

Make a report of the preliminary voting results. The Inspector of Elections has informed us that the ballots have been collected. I will now announce the preliminary results of the voting, with the official results to be reported on Form 8-K with the SEC in the coming days. Part of Proposal No. 1, the preliminary voting shows that 29,365,562 shares of common stock, or approximately 98.56%, were voted in favor of my election to serve on the Board of Directors as a Class 1 Director for a three-year term or until earlier death, resignation, or removal. And 29,443,700 shares of common stock, or approximately 98.82%, were voted in favor of Robert S. Ledford being elected to serve on the Board of Directors as a Class 1 Director for a three-year term or until his earlier death resignation or removal. And, with regard to Proposal 2, the preliminary voting shows that 29,338,341 shares of common stock, or approximately 98.47%, were voted in favor of the approval of the compensation for the company's named executive officers disclosed in the company's proxy statement. With regard to Proposal No. 3, the preliminary voting shows that 34,245,100 shares of Comet Stock, or approximately 98.83%, were voted in favor of the ratification of the appointment of KPMG LLP as the company's independent auditors for 2026. Regarding proposal number four, the preliminary voting shows that 21,977,502 shares of common stock, or approximately 54.66%, were voted in favor of the proposed amendment to the company's amended and restated Certificate of Incorporation. And with regard to Proposal No. 5, the preliminary voting shows that 28,188,199 share of the common stock, or approximately 94.61%, were voted in favor of the proposed amendment to the company's 2022 long-term incentive plan. In view of the report of the Inspector of Elections, I declare that each of myself and Mr. Ledford has been elected as a Class 1 Director to serve on the Board of Directors for a three-year term or until earlier death, resignation, or removal. The compensation of the named Executive Officers has been approved. I declare that the ratification of KPMG LLP's appointment as the company's independent auditors for 2026 has been approved. I declare that the proposed amendment to the company's amended and restated Certificate of Incorporation has been approved. And I declare that the proposed amendment to the company's 2022 long-term incentive plan has been approved. No further official business to come before this meeting.

I would make the motion for adjournment.

Does anyone second? 10, 13 a.m., today, May 19, 2026. We will now proceed with the post-meeting question and answer session. Open the floor to questions. Please remember to follow the rules of conduct, especially regarding the time limit. If you would like to be recognized, please post your questions using your online screen.

Our adjournment, our meeting is now concluded.

Thank you all for attending today. Meet today's meeting and your continued support to company.

We look forward to speaking and seeing you next year. That concludes our meeting today. You may now disconnect.