UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2017
ORION GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 1-33891 | 26-0097459 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
12000 Aerospace Suite 300
Houston, Texas 77034
(Address of principal executive offices)
(713) 852-6500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting on May 25, 2017, 25,817,386 of the 27,791,476 shares outstanding and entitled to vote were represented on person or by proxy at the Annual Meeting and constituted a quorum. At the meeting, the stockholders voted as indicated below on the following proposals:
1. Elect two Class I members to our Board of Directors, each to serve a three-year term of office and until his successor is duly elected and qualified expiring at the 2020 Annual Meeting of Stockholders.
Nominee | Votes cast For | Votes cast Against | Abstentions | Broker Non-Votes |
Thomas N. Amonett | 22,438,631 | 1,374,252 | 9,210 | 1,995,293 |
Mark R. Stauffer | 22,366,813 | 832,501 | 622,779 | 1,995,293 |
The nominees were elected as Class I members to our Board of Directors of Orion Group Holdings, Inc.
2. Approval of a non-binding advisory proposal for compensation of named executive officers ("say-on-pay" vote) as
disclosed in the 2017 Proxy Statement.
Votes cast For | Votes cast Against | Abstentions | Broker Non-Votes |
23,297,898 | 516,427 | 7,768 | 1,995,293 |
The shareholders approved Proposal 2.
3. Non-binding advisory vote regarding the frequency for the say-on-pay vote.
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
14,179,053 | 41,041 | 9,600,918 | 1,081 | 1,995,293 |
Management initially recommended a 3 year frequency, however, the result of the non-binding shareholder vote was for a 1 year frequency. Management has decided to use a 1 year frequency as a result of the vote.
4. Approval of Orion Group Holdings, Inc. 2017 Long-Term Incentive Plan.
Votes cast For | Votes cast Against | Abstentions | Broker Non-Votes |
19,488,910 | 2,042,922 | 2,290,261 | 1,995,293 |
The shareholders approved Proposal 4.
5. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting
for 2017.
Votes cast For | Votes cast Against | Abstentions |
25,797,363 | 15,052 | 4,971 |
The shareholders approved Proposal 5.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Orion Group Holdings, Inc. | ||
Dated: May 31, 2017 | By: | /s/ Christopher J. DeAlmeida |
Executive Vice President & Chief Financial Officer | ||