---
schema_version: "secwatch.filing_event.v1"
accession: "0001402829-26-000040"
form_type: "8-K"
ticker: "ORN"
cik: "0001402829"
company_name: "Orion Group Holdings Inc"
filed_at: "2026-05-20T21:03:51+00:00"
generated_at: "2026-05-20T21:13:39.776217+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Orion stockholders approve 2M-share LTIP increase and officer exculpation amendment

## Summary
- LTIP authorized shares increased by 2M to 5.735M; per-person award cap expanded to all directors.
- Officer exculpation amendment approved; adds Article 15 limiting personal liability for monetary damages.
- Two Class I directors (Boone, Ledford) reelected; Amonett and Foran retired, board size reduced to 6.
- Say-on-pay approved with ~98% support; KPMG ratified as auditor for 2026.
- Committee assignments updated: Caliel chairs Nominating & Governance; Ledford joins N&G; Sullivan stays Audit chair.

## SEC filing metadata
- accession: 0001402829-26-000040
- form_type: 8-K
- ticker: ORN
- cik: 0001402829
- company_name: Orion Group Holdings Inc
- filed_at: 2026-05-20T21:03:51+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/0001402829-26-000040-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/orn-20260519x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001402829-26-000040
- JSON: https://secwatch.observer/filing/0001402829-26-000040.json
- Plain text: https://secwatch.observer/filing/0001402829-26-000040.txt

## Key facts
- Governance Changes
  Orion Group Holdings Inc: Amended certificate of incorporation to expand exculpation to officers as permitted by Delaware law (effective 2026-05-20).
  - Change: charter amendment
  - Effective: 2026-05-20
  source text: At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to expand exculpation to officers as permitted by Delaware law. Following stockholder approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 20, 2026, and the Certificate of Amendment became effective upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/0001402829-26-000040-index.htm
- Shareholder Votes
  Orion Group Holdings Inc shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for 2026.
  - Proposal: auditor ratification
  - Outcome: passed
  source text: Proposal No. 3: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. Votes For Votes Against Abstentions 34,245,100 317,622 85,604
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/0001402829-26-000040-index.htm
- Shareholder Votes
  Orion Group Holdings Inc shareholders approved Election of two Class I directors.
  - Proposal: director election
  - Outcome: passed
  source text: 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. Class Name Votes For Votes Withheld Broker Non-Votes I Travis J. Boone 29,365,562 426,836 4,855,928 I Robert S. Ledford 29,443,700 348,698 4,855,928
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/0001402829-26-000040-index.htm
- Shareholder Votes
  Orion Group Holdings Inc shareholders approved Non-binding advisory vote on named executive officer compensation.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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). Votes For Votes Against Abstentions Broker Non-Votes 29,338,341 437,753 16,304 4,855,928
  evidence_url: https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/0001402829-26-000040-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.