Orion Group (ORN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with voting on five key proposals and any other business that may arise.

• Proposals include director elections, executive compensation (say-on-pay), auditor ratification, amendments to the certificate of incorporation, and amendments to the long-term incentive plan.

• The company emphasizes sustainability, cost reduction, and electronic dissemination of materials.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms; board size will reduce from eight to six after retirements.

• Advisory vote on executive compensation (say-on-pay); board recommends approval.

• Ratification of KPMG LLP as independent auditor for 2026; board recommends approval.

• Amendment to certificate of incorporation to limit officer liability as permitted by Delaware law.

• Amendment to the 2022 Long Term Incentive Plan to increase authorized shares by 2,000,000 and expand award limits to all eligible persons.

• No shareholder proposals or nominations were received for this meeting.

Board of directors and corporate governance

• Board will consist of six directors post-meeting, with a mix of industry, financial, and governance expertise.

• Majority of directors are independent per NYSE standards; board committees are fully independent.

• Board conducts annual self-evaluations and reviews governance guidelines.

• Board leadership is separated between Chairman and CEO roles.

• Diversity in background, experience, and perspectives is valued, though no formal diversity policy exists.