Orion Group (ORN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, with voting on director elections, executive compensation, and auditor ratification.

• The company operates in specialty construction, with marine and concrete segments, and is listed on the NYSE with 38,835,232 shares outstanding as of the record date.

• Proxy materials are distributed electronically to conserve resources, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors for three-year terms, a non-binding say-on-pay proposal, and ratification of KPMG LLP as independent auditor for 2025.

• Each share is entitled to one vote; a majority of shares must be present for quorum.

• Board recommends voting FOR all proposals; majority voting policy applies to director elections.

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

Board of directors and corporate governance

• The board consists of seven members, with a mix of gender and ethnic diversity, and a majority are independent per NYSE standards.

• Board committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Annual self-evaluations and performance reviews are conducted for the board and its committees.

• Corporate governance guidelines, codes of ethics, and sustainability reports are available on the company website.