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OEC · Current Report (Form 8-K) · Filed June 29, 2026

Orion SA — Current Report (Form 8-K)

Form
8-K
Filed
June 29, 2026
Period
Jun 25, 2026
Ticker
OEC
Accession
0001493152-26-031092
Orion SA on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

All AGM proposals were approved, including eight director elections and Say-on-Pay, with broad investor support.

About Orion SA
Market cap
$354M
1Y TSR
−35.4%
3Y TSR
−32.5%
Board grade
C-
Sector
Basic Materials
CEO
Corning F Painter
Last annual meeting: Jun 25, 2026 · View full Orion SA profile →

 

 

 

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 25, 2026

 

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)

  

(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)

 

 

(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 5.07 Submission 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 25, 2026. 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 24, 2026.

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,925,506   859,362   33,461   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
42,150,171   634,697   33,461   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,664,499   1,122,457   31,373   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,997,762   786,963   33,604   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,663,718   1,121,150   33,461   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,972,163   812,705   33,461   6,206,676

 

 
 

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,664,655   1,121,013   32,661   6,206,676

 

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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,649,511   1,135,357   33,461   6,206,676

 

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, 2026 and ending on December 31, 2026.

 

For   Against   Abstentions   Broker Non-Votes
41,451,508   1,337,588   29,233   6,206,676

 

Proposal 3 Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2025 (Say-on-Pay vote) as disclosed in the proxy statement.

 

For   Against   Abstentions   Broker Non-Votes
41,016,614   1,769,809   31,906   6,206,676

 

Proposal 4 Approval, on a non-binding advisory basis, of the frequency of the future advisory vote on the Company’s named executive officer compensation (Say-on-Pay vote).

 

One Year   Two Years   Three Years   Abstentions   Broker Non-Votes
40,729,237   5,628   2,071,932   11,532   6,206,676

 

Proposal 5 Approval of the annual accounts of the Company for the financial year that ended on December 31, 2025.

 

For   Against   Abstentions   Broker Non-Votes
47,960,809   482,253   581,943   0

 

Proposal 6 Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2025.

 

For   Against   Abstentions   Broker Non-Votes
47,955,895   482,474   586,634   0

 

Proposal 7 Allocation of results of the financial year that ended on December 31, 2025, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,031,774.

 

For   Against   Abstentions   Broker Non-Votes
48,514,659   489,588   20,757   0

 

 
 

 

Proposal 8 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, 2025.

 

For   Against   Abstentions   Broker Non-Votes
41,666,689   597,422   554,220   6,206,676

 

Proposal 9 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, 2025.

 

For   Against   Abstentions   Broker Non-Votes
41,590,076   571,115   657,138   6,206,676

 

Proposal 10 Appointment of Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2026.

 

For   Against   Abstentions   Broker Non-Votes
48,530,014   484,919   10,070   0

 

Proposal 11 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, 2026.

 

For   Against   Abstentions   Broker Non-Votes
48,527,686   487,204   10,112   0

 

 
 

 

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.
     
Date: June 29, 2026 By: /s/ Jon Puckett
  Name: Jon Puckett
  Title: Chief Financial Officer

 

 

 

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Frequently asked questions

When did Orion SA file this 8-K?
Orion SA (OEC) filed this Current Report (Form 8-K) with the SEC on June 29, 2026. The accession number assigned by EDGAR is 0001493152-26-031092.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
All AGM proposals were approved, including eight director elections and Say-on-Pay, with broad investor support. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Orion SA's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Orion SA has filed under CIK 1609804, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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