8-K

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): November 17, 2022

ORION GROUP HOLDINGS, 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)

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share	ORN	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2022, the Board of Directors (the “Board”) of Orion Group Holdings, Inc. (the “Company”) appointed Travis J. Boone, President and Chief Executive Officer of the Company, to serve as a Class I Director effective November 17, 2022. Mr. Boone’s term will expire at the 2023 Annual Meeting of Stockholders. In conjunction with its annual director nomination process, the Nominating and Governance Committee will propose Mr. Boone’s for election by the stockholders at the 2023 annual meeting to continue to serve as a Class I Director with a term three years until the 2026 Annual Meeting of Stockholders.

With Mr. Boone’s appointment, the Board will consist of three Class I members with terms expiring in 2023, three Class II members with terms expiring in 2024, and two Class III members with terms expiring in 2025.

Mr. Boone was named President and Chief Executive Officer, effective September 12, 2022. Mr. Boone, served as a regional Chief Executive of AECOM and legacy companies since May 2017 and other key positions since 1999. From 1986 to 1999 he held various positions with several contracting companies in the utility/pipeline construction and commercial building construction industries. He is a Professional Engineer and Board-Certified Safety Professional. Mr. Boone graduated from New Mexico State University with a Bachelor of Science degree in Civil/Structural Engineering and has an Associate of Arts degree in Business Administration from Mid-American Christian University.

As an employee of the Company, Mr. Boone will receive no additional compensation for his service on the Board nor will he serve on any of the Board’s three standing committees.

A copy of the Company’s press release announcing the appointment of Mr. Boone is attached as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits

A copy of the press release dated November 21, 2022 announcing the appointment of Mr. Boone to the Board of Directors described in Item 5.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit Index

Exhibit No.	Description
99.1	Press release issued November 21, 2022 announcing the appointment of Travis J. Boone to the Board of Directors.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 Group Holdings, Inc.
Dated: November 21, 2022	By:	/s/ Peter R. Buchler
		Secretary

EX-99.1

ORION GROUP HOLDINGS, INC. ANNOUNCES THE APPOINTMENT OF TRAVIS J. BOONE TO THE BOARD OF DIRECTORS

HOUSTON – November 21, 2022 – Orion Group Holdings, Inc. (NYSE: ORN) (the “Company”), a leading specialty construction company, today announced the appointment of Travis J. Boone to the Board of Directors.

As previously announced, Mr. Boone, was named President and Chief Executive Officer, effective September 12, 2022. Mr. Boone was appointed to the Board of Directors effective November 17, 2022. Mr. Boone’s initial term will expire at the 2023 Annual Meeting of Stockholders, at which time the Nominating and Governance Committee will propose Mr. Boone’s election to continue serving as a Class I director, with a term of three years until the 2026 Annual Meeting of Stockholders. The appointment of Mr. Boone expands the Orion Group Holdings, Inc. Board to eight Directors.

About Orion Group Holdings, Inc.

Orion Group Holdings, Inc., a leading specialty construction company serving the infrastructure, industrial and building sectors, provides services both on and off the water in the continental United States, Alaska, Canada and the Caribbean Basin through its marine segment and its concrete segment. The Company’s marine segment provides construction and dredging services relating to marine transportation facility construction, marine pipeline construction, marine environmental structures, dredging of waterways, channels and ports, environmental dredging, design, and specialty services. Its concrete segment provides turnkey concrete construction services including pour and finish, dirt work, layout, forming, and rebar across the light commercial, structural and other associated business areas. The Company is headquartered in Houston, Texas with regional offices throughout its operating areas.

Forward-Looking Statements

The matters discussed in this press release may constitute or include projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of which the Company is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as 'believes', 'expects', 'may', 'will', 'could', 'should', 'seeks', 'approximately', 'intends', 'plans', 'estimates', or 'anticipates', or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, outlook, assumptions, or goals. In particular, statements regarding future operations or results, including those set forth in this press release and any other statement, express or implied, concerning future operating results or the future generation of or ability to generate revenues, income, net income, profit, EBITDA, EBITDA margin, or cash flow, including to service debt, and including any estimates, forecasts or assumptions regarding future revenues or revenue growth, are forward-looking statements. Forward looking statements also include estimated project start date, anticipated revenues, and contract options which may or may not be awarded in the future. Forward looking statements involve risks, including those associated with the Company's fixed price contracts that impacts profits, unforeseen productivity delays that may alter the final profitability of the contract, cancellation of the contract by the customer for unforeseen reasons, delays or decreases in funding by the customer, levels and predictability of government funding or other governmental budgetary constraints and any potential contract options which may or may not be awarded in the future, and are the sole discretion of award by the customer. Past performance is not necessarily an indicator of future results. In light of these and other uncertainties, the inclusion of forward-looking statements in this

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press release should not be regarded as a representation by the Company that the Company's plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update information contained in this press release whether as a result of new developments or otherwise. Please refer to the Company’s Annual Report on Form 10-K, filed on March 7, 2022, which is available on its website at www.oriongroupholdingsinc.com or at the SEC’s website at www.sec.gov, for additional and more detailed discussion of risk factors that could cause actual results to differ materially from our current expectations, estimates or forecasts.

Orion Group Holdings, Inc.

Francis Okoniewski, Vice President Investor Relations

(346) 616-4138

fokoniewski@orn.net

www.oriongroupholdingsinc.com

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Document and Entity Information	Nov. 17, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 17, 2022
Securities Act File Number	1-33891
Entity Registrant Name	ORION GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-0097459
Entity Address, Address Line One	12000 Aerospace
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77034
City Area Code	713
Local Phone Number	852-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	ORN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001402829
Amendment Flag	false

XML

N-2	Nov. 17, 2022
Cover [Abstract]
Entity Central Index Key	0001402829
Amendment Flag	false
Securities Act File Number	1-33891
Document Type	8-K
Entity Registrant Name	ORION GROUP HOLDINGS, INC.
Entity Address, Address Line One	12000 Aerospace
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77034
City Area Code	713
Local Phone Number	852-6500
Entity Emerging Growth Company	false