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 delisting from Nasdaq; further headcount reductions are expected as the dissolution progresses.

• The dissolution process will involve liquidating assets, settling liabilities, and distributing remaining proceeds to stockholders, with an initial estimated distribution of $0.61 to $3.54 per share.

• The Board retains discretion to abandon or delay the dissolution if circumstances change before filing the Certificate of Dissolution.

• The process is governed by Delaware law, with a statutory three-year 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 additional proxies if needed.

• Approval requires a majority of the voting power of all outstanding shares of common stock and Series A junior preferred stock as of the record date.

• Abstentions and failures to vote count as votes against the proposals.

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

Board of directors and corporate governance

• The Board conducted a thorough review of strategic alternatives, including potential business combinations and asset sales, before recommending dissolution.

• After dissolution, the Board may reduce its size and may turn over management of the liquidation to a third party or liquidating trust.

• Most directors are expected to resign following deregistration, with remaining members overseeing the winding-up process.