Origin Materials (ORGN) Proxy filing summary

Executive summary

• The board unanimously approved a plan for complete liquidation and dissolution, subject to stockholder approval, after failing to secure strategic alternatives or financing to continue operations.

• Most commercial activities have ceased, and the majority of employees will be terminated by the end of Q2 2026.

• The special meeting will be held virtually, with stockholders voting on the dissolution and adjournment proposals.

• If approved, the board will oversee asset liquidation, liability settlement, and distribution of proceeds to stockholders.

• Estimated initial liquidation distribution is between $0.61 and $3.54 per share, depending on asset sale outcomes and liabilities.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) approval of the plan of dissolution and (2) granting the board authority to adjourn the meeting to solicit more proxies if needed.

• The board recommends voting FOR both proposals.

• Abstentions and failures to vote count as votes against the dissolution proposal.

• No other matters are expected, but proxies may vote on additional business if properly brought before the meeting.

Board of directors and corporate governance

• The board retains discretion to delay or abandon the dissolution if circumstances change before filing the certificate of dissolution.

• After dissolution, most directors are expected to resign, and the board size will be reduced to save costs.

• The board may appoint a third party or liquidating trust to manage the wind-down process.