Orion Properties (ONL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, with a record date of March 13, 2026, and will be held virtually, allowing electronic voting and questions.

• Stockholders will vote on electing five directors and ratifying KPMG LLP as the independent auditor for 2026.

• The company operates as an internally managed REIT with a diversified office property portfolio and is transitioning toward specialized use assets.

• As of December 31, 2025, the portfolio included 58 operating properties and a 20% interest in a joint venture with six additional properties.

Voting matters and shareholder proposals

• Proposal 1: Elect five director nominees to serve until the next annual meeting.

• Proposal 2: Ratify KPMG LLP as the independent registered public accounting firm for 2026.

• Board recommends voting “FOR” both proposals.

• Shareholders can submit proposals for the 2027 meeting by November 20, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

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

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

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Annual board and committee self-assessments, majority voting, and director resignation policy in place.

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