Corporate GovernanceMay 20, 2026, 05:07 PM
Orion Group Holdings Stockholders Approve LTIP Amendment, Officer Exculpation
AI Summary
Orion Group Holdings Inc. held its 2026 Annual Meeting, where stockholders approved an amendment to the Long-Term Incentive Plan, increasing authorized shares by 2,000,000 to 5,735,000. Additionally, an amendment to the Certificate of Incorporation was approved to expand exculpation to officers, effective May 20, 2026. Stockholders also elected two Class I directors, approved executive compensation, and ratified KPMG LLP as the independent auditor, while two directors retired, reducing the board size from eight to six members.
Key Highlights
- Stockholders approved Amendment No. 2 to the 2022 Long-Term Incentive Plan, increasing authorized shares by 2,000,000 to 5,735,000.
- Stockholders approved an amendment to the Certificate of Incorporation to expand exculpation to officers, effective May 20, 2026.
- Travis J. Boone and Robert S. Ledford were elected as Class I directors to the Board.
- Thomas N. Amonett and Margaret M. Foran retired from the Board, reducing its size from eight to six members.
- Michael J. Caliel was appointed Chair of the Nominating and Governance Committee.
- Stockholders approved the non-binding advisory proposal for executive compensation with 29,338,341 votes For.
- KPMG LLP was ratified as the independent registered public accounting firm for 2026 with 34,245,100 votes For.
- A quorum was met at the Annual Meeting with 34,648,326 shares (86.18%) present.
Price Impact
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