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): April 14, 2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
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:
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)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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SIGNATURES
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EXHIBIT
INDEX
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April
11, 2008, the Compensation Committee of the Company’s Board of Directors
(“Board”) approved, and the Board ratified, an amendment to the Employment
Agreement dated April 2, 2007 (effective as of May 17, 2007) between the Company
and J. Michael Pearson, the Company’s President and CEO (“Employment
Agreement”). The amendment extends the initial term of the Employment
Agreement for an additional year, with such initial term now expiring on May 17,
2010, instead of the original initial term expiration date of May 17,
2009. In addition, the Employment Agreement was updated to reflect
Mr. Pearson’s current base salary of $400,000, which was approved by the
Compensation Committee earlier. Mr. Pearson has indicated his agreement to the
Employment Agreement amendment, and the amendment will be executed shortly and
will be effective as of April 11. 2008.
All other
terms and conditions of the Employment Agreement remain in effect without
modification, including the parties’ option to mutually extend the Employment
Agreement upon expiration of its initial term.
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 MARINE GROUP, INC.
_/s/ J. Cabell Acree,
III
By: J.
Cabell Acree, III
Title: Vice
President, General Counsel and Secretary
EXHIBIT
INDEX
Exhibit
No. Description
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10.1
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Amendment
No. 1 to Employment Agreement with J. Michael
Pearson
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To be filed by
amendment