UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting, a total of 25,072,232 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), representing 80.84% of the total shares of Common Stock outstanding as of the record date, were represented virtually or by valid proxies at the Annual Meeting. 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 three Class I members to the Company’s Board of Directors, to serve a three-year term, until his/her successor is duly elected and qualified.
Class | Name |
| Votes For |
| Votes Against | Abstentions |
| Broker Non-Votes | |
|
|
|
|
|
|
|
| ||
I | Thomas N. Amonett | 15,898,404 | 2,976,419 | 22,536 | 6,174,873 | ||||
I | Margaret M. Foran | 16,062,771 | 2,813,791 | 20,797 | 6,174,873 | ||||
I | Travis J. Boone | 18,536,204 | 341,296 | 19,859 | 6,174,873 |
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 |
|
|
|
|
|
|
|
15,204,053 | 3,642,572 | 50,734 | 6,174,873 |
Proposal No. 3: The vote to approve the frequency of the say-on-pay vote.
1 Year |
| 2 Years |
| 3 Years |
| Abstentions |
| Broker Non-Votes |
|
|
|
|
|
|
| ||
16,209,717 | 6,184 | 2,620,945 | 60,513 | 6,174,873 | ||||
Proposal No. 4: The Company’s stockholders ratified the appointment of KPMG LLP, as the Company’s independent registered public accounting firm for 2023.
Votes For |
| Votes Against |
| Abstentions |
|
|
|
|
|
|
|
24,762,457 |
| 9,189 |
| 300,586 |
|
Item 9.01. Financial Statements and Exhibits.
The Exhibits to this Current Report are listed in the Exhibit Index, which appears at the end of, and is incorporated by reference into, this Current Report.
Exhibit Index
Exhibit No. |
| Description |
104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
By: /s/ Travis J. Boone
Travis J. Boone
President and Chief Executive Officer
Date: May 22, 2023