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    Orion S.A. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/26/25 4:56:21 PM ET
    $OEC
    Major Chemicals
    Industrials
    Get the next $OEC alert in real time by email
    FORM 8-K
    false 0001609804 0001609804 2025-06-26 2025-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 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): June 26, 2025

     

    ORION S.A.

    (Exact name of registrant as specified in its charter)

     

    Grand Duchy of Luxembourg   001-36563   00-0000000

    (State or other jurisdiction

    of incorporation or organization)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    1700 City Plaza Drive, Suite 300

    Spring, Texas 77389

    (Address of principal executive offices, including zip code)

     

    (281) 318-2959

    (Registrant’s telephone number, including area code)

     

    N/A

    (Former name or former address, if changed since last report)

     

    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))

    Securities registered pursuant to Section 12(b) of the Act:

    Title of each class   Trading Symbol   Name of each exchange on which registered
    Common Shares, no par value   OEC   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

    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 5.07Submission of Matters to a Vote of Security Holders.

     

    Orion S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 26, 2025. The Company’s shareholders approved and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 25, 2025.

     

    The results of votes on the matters adopted by the Annual General Meeting are as follows:

     

    Proposal 1(i) Election of Ms. Kerry Galvin as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,062,587   902,043   473,849   3,508,523

     

    Proposal 1(ii) Election of Ms. Jaqueline Hoogerbrugge as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,360,503   514,537   563,439   3,508,523

     

    Proposal 1(iii) Election of Mr. Paul Huck as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    43,983,758   891,025   563,696   3,508,523

     

    Proposal 1(iv) Election of Ms. Mary Lindsey as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,358,931   572,357   507,191   3,508,523

     

    Proposal 1(v) Election of Mr. Didier Miraton as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,132,690   831,787   474,002   3,508,523

     

    Proposal 1(vi) Election of Mr. Yi Hyon Paik as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,091,403   826,685   520,391   3,508,523

     

     

         
       

     

    Proposal 1(vii) Election of Mr. Corning Painter as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    44,106,491   859,123   472,865   3,508,523

     

    Proposal 1(viii) Election of Mr. Dan Smith as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    43,977,288   898,752   562,439   3,508,523

     

    Proposal 1(ix) Election of Mr. Michel Wurth as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    43,971,314   871,280   595,885   3,508,523

     

    Proposal 2 Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2025 and ending on December 31, 2025. 

     

    For   Against   Abstentions   Broker Non-Votes
    42,481,006   2,490,035   467,438   3,508,523

     

    Proposal 3 Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2024 (Say-on-Pay vote) as disclosed in the proxy statement.

     

    For   Against   Abstentions   Broker Non-Votes
    42,057,744   2,911,936   468,799   3,508,523

     

    Proposal 4 Approval of the annual accounts of the Company for the financial year that ended on December 31, 2024.

     

    For   Against   Abstentions   Broker Non-Votes
    44,179,521   35,549   1,223,409   3,508,523

     

       

     

     

    Proposal 5 Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2024.

     

    For   Against   Abstentions   Broker Non-Votes
    44,181,256   35,549   1,221,674   3,508,523

     

    Proposal 6 Allocation of results of the financial year that ended on December 31, 2024, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,476,118.

     

    For   Against   Abstentions   Broker Non-Votes
    44,932,648   45,004   460,827   3,508,523

     

    Proposal 7 Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2024.

     

    For   Against   Abstentions   Broker Non-Votes
    43,825,736   109,120   1,503,623   3,508,523

     

    Proposal 8 Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé for the financial year that ended on December 31, 2024.

     

    For   Against   Abstentions   Broker Non-Votes
    43,606,553   328,157   1,503,769   3,508,523

     

    Proposal 9 Appointment of Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) (i) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2025; and (ii) for any assurance of the non-financial/sustainability information disclosed for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    47,789,418   103,611   461,152   592,821

     

    Proposal 10 Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2025.

     

    For   Against   Abstentions   Broker Non-Votes
    48,394,774   91,174   461,052   0

     

    Proposal 11 Renewal of the authorization to the Board of Directors of the Company to purchase shares of the Company in the name and on behalf of the Company for a period of five years in accordance with article 430-15 of the Luxembourg law of 10 August 1915 governing commercial companies, as amended and any other applicable laws and regulations.

      

    For   Against   Abstentions   Broker Non-Votes
    42,504,059   2,198,372   736,048   3,508,523

     

     

     

       

     

     

    SIGNATURES

     

    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 S.A.

     
             
             

     

    By: /s/ Jeff Glajch  
        Name:

    Jeff Glajch

     
        Title:

    Chief Financial Officer

     

     

    Date: June 26, 2025

     

     

       

     

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