Good day everyone, and welcome to the Orion Group Holdings annual meeting. Now I'd like to turn the call over to your host, Austin Shanfelter, Chairman of the Board. Please go ahead, Austin.
Thank you, Elvis. Good morning. Welcome to the 2026 annual meeting of stockholders of Orion Group Holdings, Inc. I am Austin Shanfelter, Chairman of the Board of Directors. I will be presiding as chair of this meeting. I've asked Travis Boone, our President and Chief Executive Officer, to assist me with this administrative and reporting portions of this meeting. At this time, I call the meeting to order. If you have not yet viewed a copy of the agenda rules of conduct, please refer to the documents attached to the virtual stockholder meeting. Travis.
Present today are all the members of our board, including Thomas Amonett, Michael Caliel, Margaret Foran, Robert Ledford, Austin Shanfelter, Quentin P. Smith, Jr., Mary Sullivan, and myself, Travis Boone. Also present today is Alison Vasquez, the company's Executive Vice President and Chief Financial Officer, and Lisa Newbern, Assistant Corporate Secretary. The Board of Directors has appointed Beth VanDerbeck of The Carideo Group on behalf of Broadridge to act as Inspector of Elections for this meeting. Beth VanDerbeck has previously taken the oath as the Inspector of Elections. Also in attendance is Jeremy Cervenec, partner, and Thomas Taylor, senior manager, both of whom are representing KPMG LLP as the company's registered independent outside auditors.
During the question and answer period at the end of the meeting, the board and company management will be available to answer questions regarding the company, and Mr. Cervenec and Mr. Taylor will be available to answer questions specific to their audit and the company's financial statements. Ms. VanDerbeck is participating in the meeting virtually. A copy of the rules of conduct has been made available to all of you for this meeting. In order to conduct an orderly meeting, we ask that participants follow these rules. As stated in the rules of conduct, stockholders will not be able to address the meeting until recognized. Should you desire to ask a question or speak during the meeting, please do so by posting your question using the online meeting platform. After confirmation as your status as a stockholder or proxy holder, you may post your question.
Please limit remarks as stated in the rules of conduct. As noted in the notice and proxy statement, the record date for voting at this meeting was the close of business on March 20th, 2026. A list of registered stockholders on the record date can be made available for your review. The assistant secretary has delivered an affidavit of distribution showing that notice of this meeting was given. A copy of both the notice of meeting and affidavit will be incorporated into the minutes. The assistant secretary has informed me that the stockholders list shows that the holders of 40,200,615 shares of common stock of the company are entitled to vote at this meeting.
We are informed by the Inspector of Elections that there are represented online, in person or by proxy, a total of 34,648,326 shares of common stock, or approximately 86.18% of all the shares entitled to vote at this meeting. Based upon the percentage of the total shares of the company held by holders of record now present at the meeting, either personally, online or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. The next order of business is a description of matters properly brought before this meeting. No stockholder proposals, timely or otherwise, have been received for consideration at this meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed to you.
The first item of business today is the election of 2 class 1 directors, each to serve a 3-year term expiring at the 2029 annual meeting. The directors elected today will hold office until the applicable date of the annual meeting of stockholders in 2029 and until a successor is duly elected and qualified. The nominees are myself and Mr. Robert S. Ledford. The second item of business today is the approval of the compensation of our named executive officers as disclosed in this year's proxy statement. This proposal, known as the say on pay proposal, is required under Section 14A of the Securities Exchange Act of 1934 as amended, and gives the company stockholders the opportunity on an advisory basis to approve or not approve the compensation of named executive officers through the resolution found on your proxy materials.
The third item of business today is to ratify the appointment of KPMG LLP, an independent registered public accounting firm, as the company's outside independent auditors for 2026. The fourth item of business today is the approval of a proposed amendment to the company's amended and restated certificate of incorporation to limit the liability of officers as permitted by law. The fifth and final item of business today is the approval of a proposed amendment to the company's 2022 long-term incentive plan as amended to increase the number of shares of common stock authorized for issuance under the plan by 2 million shares from 3,735,000 shares to 5,735,000 shares and to expand the per person award limitations thereunder to apply to all eligible persons, including all members of the board.
The board of directors of the company recommends that you vote for each of these proposals.
There being no additional proposal, I make the motion to approve each of the original proposals. Is there a second?
I second the motion.
Because there's no further business on the agenda to come before this meeting, we will move on voting on each of the proposals.
If you have already provided your proxy card, your shares will be voted accordingly. If you will be voting today, the online polls will open momentarily. Voting will proceed after I declare that the polls are open. You will be given time to complete and submit your online ballots to the Inspector of Elections. The time is 10:06 A.M., and I declare the polls now open for each matter to be voted on today, May 19th, 2026.
As the polls have opened, I'd like to take a few minutes to honor a couple of folks that are present here today with me. While you are completing your votes, I would like to honor Mr. Thomas Amonett and Ms. Margaret Foran. Thomas served on the board as a member of our Audit Committee since 2007. He also served as the Chair of our Nominating & Governance Committee from 2007 to 2025. Meanwhile, Margaret has served on the board since 2019. She also served as Chair of our Compensation Committee from 2019 to 2025, and most recently as a Chair of our Nominating & Governance Committee since 2025.
It was announced earlier this year that Peggy and Tom made the decision not to stand for re-election. Instead, this will be their retiring from the board today. As a result, at the close of this meeting, the six of our board members will be reduced. I want to take a moment to thank Tom and Peggy for their years of service to the company and their many valuable contributions, including their leadership of Nominating & Governance Committee. Tom has been a steady hand on the board for these past years. We will miss his strategic mind and sound advice. Meanwhile, Peggy has served as our governance expert. We will miss her legal acumen in a public company.
On behalf of the board of directors, together with executive management of the company, we want to express our thanks and sincere appreciation to Tom and Peggy for their valuable services. We wish them all the best in future endeavors. Now, I'll turn back to the voting.
Before we conclude voting, I will provide a brief report. Oh. I won't be providing a brief report to you. If you've already done so, please submit your ballot online to the Inspector of Elections. I declare the polls now closed at 10:09 A.M. today, May 19th, 2026, and ask the Inspector of Elections to collect and tabulate the ballots. Has the Inspector of Elections collected the ballots?
Yes, I have.
I will now make a report of the preliminary voting results. The Inspector of Elections has informed us that the ballots have been collected. I will now announce the preliminary results of the voting with the official results to be reported on a Form 8-K with the SEC in the coming days. With regard to proposal number 1, the preliminary voting shows that 29,365,562 shares of common stock, or approximately 98.56%, were voted in favor of my election to serve on the board of directors as a Class 1 director for a 3-year term or until earlier death, resignation, or removal. 29,443,700 shares of common stock, or approximately 98.82%, were voted in favor of Robert S.
Ledford being elected to serve on the board of directors as a Class 1 director for a 3-year term or until his earlier death, resignation, or removal. With regard to proposal number two, the preliminary voting shows that 29,338,341 shares of common stock, or approximately 98.47%, were voted in favor of the approval of the compensation for the company's named executive officers disclosed on the company's proxy statement. With regard to proposal number three, the preliminary voting shows that 34,245,100 shares of common stock, or approximately 98.83%, were voted in favor of the ratification of the appointment of KPMG LLP as the company's independent auditors for 2026.
With regard to proposal number 4, the preliminary voting shows that 21,977,502 shares of common stock, or approximately 54.66%, were voted in favor of the proposed amendment to the company's amended and restated certificate of incorporation. With regard to proposal number 5, the preliminary voting shows that 28,188,199 shares of the common stock, or approximately 94.61%, were voted in favor of the proposed amendment to the company's 2022 long-term incentive plan. In view of the report of the Inspector of Elections, I declare that each of myself and Mr. Ledford has been elected as a Class 1 director to serve on the board of directors for a 3-year term or until earlier death, resignation, or removal.
I declare the compensation of the named executive officers has been approved. I declare that the ratification of KPMG LLP's appointment as the company's independent auditors for 2026 has been approved. I declare that the proposed amendment to the company's amended and restated certificate of incorporation has been approved. I declare that the proposed amendment to the company's 2022 long-term incentive plan has been approved.
If there are no further official business to come before this meeting, I would make a motion for adjournment. Does anyone second?
I second. You have heard the motion to adjourn the meeting. All those in favor, say aye.
Aye.
All those opposed, say nay. The motion is carried. I declare the meeting to be officially adjourned at 10:13 A.M. today, May 19, 2026. We will now proceed with the post-meeting question and answer session. I'll now open the floor to questions. Please remember to follow the rules of conduct, especially regarding the time limit. If you would like to be recognized, please post your questions using your online screen. There are no questions at this time.
Move for adjournment. Our meeting is now concluded. Thank you all for attending today's meeting and your continued support of the company. We look forward to speaking, to seeing you next year.
That concludes our meeting today. You may now.