Orion Properties Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
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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 14, 2025
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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:
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2025, the Board of Directors of Orion Properties Inc. (the “Company”) approved, subject to stockholder approval, an amendment and restatement of the Orion Properties Inc. 2021 Equity Incentive Plan (as amended and restated, the "Amended 2021 Plan"), the primary purpose of which is to increase by 4,600,000 shares the maximum aggregate number of shares of common stock issuable under the Amended 2021 Plan from 3,700,000 to 8,300,000. As described below, the Company’s stockholders approved the Amended 2021 Plan at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 14, 2025.
The Amended 2021 Plan is described in the section entitled “Proposal 2: Amendment and Restatement of the 2021 Equity Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 21, 2025, and which description is incorporated herein by reference.
The foregoing description of the Amended 2021 Plan is qualified in its entirety by reference to the full text of the Amended 2021 Plan, which is attached hereto as Exhibit 10.1 and also incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on: (i) the election of Paul H. McDowell, Reginald H. Gilyard, Kathleen R. Allen, Richard J. Lieb and Gregory J. Whyte to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualify; (ii) the approval of the Amended 2021 Plan; and (iii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. As of March 14, 2025, the record date for the Annual Meeting, there were outstanding 56,170,808 shares of the Company’s common stock, par value $0.001 per share. The Company’s stockholders elected all five director nominees to serve on the Board of Directors, approved the Amended 2021 Plan, and ratified the appointment of KPMG. The full results of the matters voted on at the Annual Meeting are set forth below:
| Proposal 1 - Election of Directors: | ||||||||||||||||||||||||||
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Paul H. McDowell | 30,942,147 | 2,405,130 | 88,753 | 10,325,114 | ||||||||||||||||||||||
Reginald H. Gilyard | 29,720,333 | 3,622,974 | 92,723 | 10,325,114 | ||||||||||||||||||||||
| Kathleen R. Allen | 30,144,080 | 3,186,143 | 105,807 | 10,325,114 | ||||||||||||||||||||||
Richard J. Lieb | 30,923,495 | 2,424,382 | 88,153 | 10,325,114 | ||||||||||||||||||||||
Gregory J. Whyte | 30,146,588 | 3,204,566 | 84,876 | 10,325,114 | ||||||||||||||||||||||
| Proposal 2 - Approval of the Amended 2021 Plan: | |||||||||||||||||||||||
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| 23,653,858 | 8,596,628 | 1,185,544 | 10,325,114 | ||||||||||||||||||||
| Proposal 3 - Ratification of the Appointment of KPMG as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025: | ||||||||||||||||||||
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 43,240,119 | 451,490 | 69,535 | * | |||||||||||||||||
*No broker non-votes were recorded in connection with Proposal No. 3. | ||||||||||||||||||||
No other proposals were submitted to a vote of the Company's stockholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORION PROPERTIES INC. | ||||||||
| By: | /s/ Paul H. McDowell | |||||||
| Name: | Paul H. McDowell | |||||||
| Title: | Chief Executive Officer and President | |||||||
Date: May 14, 2025