UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2011
ORION MARINE GROUP, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
1-33891
|
26-0097459
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
12000 Aerospace Suite 300
Houston, Texas 77034
(Address of principal executive offices)
(713) 852-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
TABLE OF CONTENTS
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
|
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders
|
|
|
SIGNATURES
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
|
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Orion Marine Group, Inc. (the “Company”) held on May 19, 2011, the Company’s shareholders approved the Company’s 2011 Long-Term Incentive Plan (the “2011 LTIP”), which plan will be effective as of the date of shareholder approval. Terms of the 2011 LTIP are described in the Company’s 2011 Proxy Statement (the “2011 Proxy”) which was filed with the Securities and Exchange Commission on April 4, 2011, which description is incorporated herein by reference and is qualified in its entirety by reference to the 2011 LTIP. The 2011 LTIP was filed as Appendix A to the 2011 Proxy and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting on May 19, 2011, 25,430,508 of the 27,004,993 shares outstanding and entitled to vote were present or represented at the Annual Meeting and constituted a quorum. At the meeting, the shareholders voted as indicated below on the following proposals:
1. Election of one director to a three-year term of office expiring at the 2014 Annual Meeting of Shareholders.
|
Nominee
|
Votes cast For
|
Votes cast Against
|
Abstentions
|
Broker Non-Votes
|
||||||||||||
|
Thomas Amonett
|
23,094,280 | 1,137,254 | -- | 1,198,974 | ||||||||||||
The nominee was elected as a director of Orion Marine Group, Inc.
2. Approval of a non-binding proposal regarding the compensation for named executive officers.
|
Votes cast For
|
Votes cast Against
|
Abstentions
|
Broker Non-Votes
|
|||||||||||
| 22,732,222 | 1,045,310 | 454,002 | 1,198,974 | |||||||||||
The shareholders approved Proposal 2
3. Approval of a non-binding proposal regarding the frequency of a shareholder vote on executivecompensation.
|
Three years
|
Two years
|
One year
|
Abstentions
|
Broker Non-Votes
|
||||||||||||||
| 1,986,732 | 266,995 | 21,964,427 | 13,380 | 1,198,974 | ||||||||||||||
The shareholders approved Proposal 3
4. Approval of the Orion Marine Group, Inc. 2011 Long-Term Incentive Plan
|
Votes cast For
|
Votes cast Against
|
Abstentions
|
Broker Non-Votes
|
|||||||||||
| 15,633,988 | 8,593,631 | 3,915 | 1,198,974 | |||||||||||
The shareholders approved Proposal 4
5. Approval of the appointment of Grant Thornton LLP as the Company’s independent registeredpublic accounting firm for 2010.
|
Votes cast For
|
Votes cast Against
|
Abstentions
|
||||||||
| 25,418,961 | 4,778 | 6,769 | ||||||||
The shareholders approved Proposal 5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Orion Marine Group, Inc.
|
||
|
Dated: May 23, 2011
|
By:
|
/s/ Mark R. Stauffer
|
|
Executive Vice President and Chief Financial Officer
|
||