UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| 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 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.
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ORION S.A. |
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By: | /s/ Jeff Glajch | ||
| Name: | Jeff Glajch |
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| Title: | Chief Financial Officer |
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Date: June 26, 2025