Orion Properties (ONL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with a record date of March 14, 2025, and will be held virtually, allowing electronic voting and Q&A.

• Key proposals include electing five directors, approving an amended equity incentive plan, and ratifying KPMG as auditor.

• The company operates as an internally managed REIT with a diversified office property portfolio and is shifting its strategy toward dedicated use assets.

• The company changed its name from Orion Office REIT Inc. to Orion Properties Inc. in March 2025 to reflect its broader investment strategy.

Voting matters and shareholder proposals

• Shareholders will vote on electing five director nominees, increasing shares under the equity incentive plan, and ratifying KPMG as auditor.

• The board recommends voting FOR all proposals.

• No other proposals are expected at the meeting.

• Shareholder proposals for the 2026 meeting must be submitted by November 21, 2025.

Board of directors and corporate governance

• The board consists of five members, with four independent directors and one CEO.

• Separate roles for CEO and Non-Executive Chairman to enhance oversight.

• All directors attended at least 75% of meetings in 2024.

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

• Stock ownership guidelines require significant equity holdings by directors and executives.

• No poison pill; shareholders can amend bylaws and call special meetings.