{"url_path":"/sec/orn/8-k/2026-05-20/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1402829/0001402829-26-000040-index.html","accession_number":"0001402829-26-000040","cik":"0001402829","ticker":"ORN","issuer_name":"Orion Group Holdings Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1402829/0001402829-26-000040-index.html","primary_entity_key":"0001402829","primary_entity_name":"Orion Group Holdings Inc"},"word_count":439,"has_tables":true,"body_markdown":"**Item 5.07 Submission of Matters to a Vote of Security Holders.**\n\nAt the Annual Meeting, a total of 34,648,326 shares of Common Stock, representing 86.18% of the total shares of Common Stock outstanding as of the record date, were present, either through participation at the virtual meeting online or represented by proxy. This percentage constituted a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting were as follows:\n\n**Proposal No. 1:** The Company’s stockholders elected the following two Class I members to the Board, each to serve a three-year term and until his successor is duly elected and qualified.\n\n**Class**\n\n**Name**\n\n**Votes For**\n\n**Votes Withheld**\n\n**Broker Non-Votes**\n\nI\n\nTravis J. Boone\n\n29,365,562\n\n426,836\n\n4,855,928\n\nI\n\nRobert S. Ledford\n\n29,443,700\n\n348,698\n\n4,855,928\n\n​\n\nAs previously disclosed in the Proxy Statement, Thomas N. Amonett and Margaret M. Foran each retired from the Board effective at the conclusion of the Annual Meeting. Upon Mr. Amonett’s and Ms. Foran’s retirements, the size of the Board was reduced from eight to six members. The retirements were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.\n\nIn connection with the foregoing elections and retirements, Michael J. Caliel was appointed to the Nominating and Governance Committee and became Chair. He will continue to serve on the Compensation Committee and the Audit Committee. Mr. Ledford was also appointed to the Nominating and Governance Committee.\n\nFollowing the foregoing changes, the Audit Committee consists of Ms. Sullivan and Messrs. Caliel, Ledford and Smith, with Ms. Sullivan serving as its Chair; the Nominating and Governance Committee consists of Ms. Sullivan and Messrs. Caliel and Ledford, with Mr. Caliel serving as its Chair; and the Compensation Committee consists of Messrs. Caliel, Ledford and Smith, with Mr. Smith serving as its Chair.\n\n**Proposal No. 2:** The Company’s stockholders approved a non-binding advisory proposal for the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “say-on-pay” vote).\n\n**Votes For**\n\n**Votes Against**\n\n**Abstentions**\n\n**Broker Non-Votes**\n\n29,338,341\n\n437,753\n\n16,304\n\n4,855,928\n\n​\n\n**Proposal No. 3:** The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.\n\n**Votes For**\n\n**Votes Against**\n\n**Abstentions**\n\n34,245,100\n\n317,622\n\n85,604\n\n​\n\n**Proposal No. 4:** As described in Item 5.03 above, the Company’s stockholders approved the Certificate of Amendment.\n\n**Votes For**\n\n**Votes Against**\n\n**Abstentions**\n\n**Broker Non-Votes**\n\n21,977,502\n\n7,788,693\n\n26,203\n\n4,855,928\n\n​\n\n**Proposal No. 5:** As described in Item 5.02 above, the Company’s stockholders approved the LTIP Amendment.\n\n**Votes For**\n\n**Votes Against**\n\n**Abstentions**\n\n**Broker Non-Votes**\n\n28,188,199\n\n1,584,841\n\n19,358\n\n4,855,928\n\n​"}