Origin Materials (ORGN) Proxy filing summary

Executive summary

• Board unanimously approved a plan for complete liquidation and dissolution, subject to stockholder approval, after failing to secure strategic alternatives or financing to continue operations.

• Most commercial activities have ceased, with significant workforce reductions and further cuts expected as the dissolution progresses.

• Delisting from Nasdaq was effective July 2, 2026, and deregistration from the SEC is planned, limiting future public disclosures.

• The dissolution process will be governed by Delaware law, with a three-year statutory winding-up period, extendable by court order.

Voting matters and shareholder proposals

• Stockholders are asked to approve the Plan of Dissolution and grant the Board authority to adjourn the meeting to solicit more proxies if needed.

• Approval requires a majority of voting power of all outstanding shares (common and Series A junior preferred stock).

• The Board recommends voting FOR both the Dissolution Proposal and the Adjournment Proposal.

• If approved, the Board has discretion on timing and may abandon or amend the plan before filing the Certificate of Dissolution.

Board of directors and corporate governance

• The Board, after extensive review and consultation with advisors, determined dissolution is in the best interests of stockholders.

• Most directors are expected to resign following deregistration, with the Board size reduced to save costs.

• A Series A junior preferred stock was issued to ensure quorum and approval at the Special Meeting, with voting proportional to common stock votes.