Orion Group (ORN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, to be held virtually, with voting on five key proposals including director elections, executive compensation, auditor ratification, amendments to the certificate of incorporation, and the long-term incentive plan.

• The company operates in specialty construction across the U.S., Canada, and the Caribbean, with a focus on marine and concrete segments.

• Proxy materials and annual reports are made available electronically to promote sustainability and reduce costs.

Voting matters and shareholder proposals

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

• Advisory say-on-pay vote on executive compensation.

• Ratification of KPMG LLP as independent auditor for 2026.

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

• Amendment to 2022 Long Term Incentive Plan to increase share authorization and expand award limits to all eligible persons.

Board of directors and corporate governance

• Board composed of six directors post-meeting, with a majority being independent per NYSE standards.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent and have defined charters.

• Annual board and committee self-evaluations are conducted.

• Corporate Governance Guidelines and Codes of Ethics are in place and regularly reviewed.

• Board leadership is separated between Chairman and CEO roles.