Orion Group (ORN) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class I directors, Travis J. Boone and Robert S. Ledford, each for a three-year term until successors are elected and qualified.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Approval of an amendment to the Certificate of Incorporation to limit officer liability as permitted by law.

• Approval of an amendment to the 2022 Long Term Incentive Plan to increase authorized shares by 2,000,000 and expand award limitations to all eligible persons, including Board members.

Board of directors and corporate governance

• Board recommends all proposals, including director elections and amendments to governance documents.

Executive compensation and say-on-pay

• Advisory vote seeks shareholder approval of executive compensation as disclosed in the proxy statement.