{"filing":{"accession_number":"0001402829-26-000040","cik":"0001402829","ticker":"ORN","company_name":"Orion Group Holdings Inc","form":"8-K","filing_date":"2026-05-20","report_date":null,"primary_document":"orn-20260519x8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1402829/000140282926000040/orn-20260519x8k.htm"},"events":[{"id":9859,"run_id":8642,"accession_number":"0001402829-26-000040","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Stockholders approved five proposals at the Annual Meeting of stockholders, including election of Class I directors (Travis J. Boone and Robert S. Ledford), a say-on-pay advisory vote, ratification of KPMG LLP as auditor, approval of a Certificate of Amendment to the Certificate of Incorporation, and approval of Amendment No. 2 to the 2022 Long-Term Incentive Plan. The meeting also resulted in the retirement of two directors (Amonett and Foran) and a reduction of the board from eight to six members.","company_name":"Orion Group Holdings Inc","ticker":"ORN","filing_date":"2026-05-20","form":"8-K","submitted_at":null,"items":[{"id":673,"accession_number":"0001402829-26-000040","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on stockholder approval of Amendment No. 2 to the 2022 Long-Term Incentive Plan, which increases authorized shares for issuance by 2,000,000 shares and expands per-person award limitations to all Eligible Persons including Board members. This is a compensatory arrangement amendment affecting equity awards available to executives and directors, fitting the exec_compensation category. The material increase in share authorization and expanded eligibility make this material to investors assessing the company's equity structure and executive compensation capacity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"","ticker":null,"filing_date":""},{"id":674,"accession_number":"0001402829-26-000040","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a stockholder-approved amendment to the Certificate of Incorporation that expands exculpation protections to officers under Delaware law by adding Article 15. While this is a governance/structural change rather than a traditional material event (earnings, M\u0026A, executive departure, etc.), it materially alters the liability framework for officers and would affect a reasonable investor's assessment of corporate governance and officer accountability. This does not fit neatly into the more specific event categories, making \"other_material\" the appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"","ticker":null,"filing_date":""},{"id":675,"accession_number":"0001402829-26-000040","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the final results of an Annual Meeting of stockholders, including voting outcomes on five proposals: election of Class I directors (Travis J. Boone and Robert S. Ledford), say-on-pay advisory vote, ratification of KPMG LLP as auditor, approval of a Certificate of Amendment, and approval of an LTIP Amendment. The disclosure includes vote tallies (For, Against, Abstentions, Broker Non-Votes) for each proposal, making this a textbook shareholder_vote_results event. The material board changes (retirements of Amonett and Foran, reduction from eight to six members, and committee reassignments) are disclosed in connection with the election results.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":673,"accession_number":"0001402829-26-000040","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on stockholder approval of Amendment No. 2 to the 2022 Long-Term Incentive Plan, which increases authorized shares for issuance by 2,000,000 shares and expands per-person award limitations to all Eligible Persons including Board members. This is a compensatory arrangement amendment affecting equity awards available to executives and directors, fitting the exec_compensation category. The material increase in share authorization and expanded eligibility make this material to investors assessing the company's equity structure and executive compensation capacity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"Orion Group Holdings Inc","ticker":"ORN","filing_date":"2026-05-20"},{"id":674,"accession_number":"0001402829-26-000040","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a stockholder-approved amendment to the Certificate of Incorporation that expands exculpation protections to officers under Delaware law by adding Article 15. While this is a governance/structural change rather than a traditional material event (earnings, M\u0026A, executive departure, etc.), it materially alters the liability framework for officers and would affect a reasonable investor's assessment of corporate governance and officer accountability. This does not fit neatly into the more specific event categories, making \"other_material\" the appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"Orion Group Holdings Inc","ticker":"ORN","filing_date":"2026-05-20"},{"id":675,"accession_number":"0001402829-26-000040","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the final results of an Annual Meeting of stockholders, including voting outcomes on five proposals: election of Class I directors (Travis J. Boone and Robert S. Ledford), say-on-pay advisory vote, ratification of KPMG LLP as auditor, approval of a Certificate of Amendment, and approval of an LTIP Amendment. The disclosure includes vote tallies (For, Against, Abstentions, Broker Non-Votes) for each proposal, making this a textbook shareholder_vote_results event. The material board changes (retirements of Amonett and Foran, reduction from eight to six members, and committee reassignments) are disclosed in connection with the election results.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:51:28.466447+00:00","company_name":"Orion Group Holdings Inc","ticker":"ORN","filing_date":"2026-05-20"}]}