Orion Properties Inc. 8-K

What Happened

• Orion Properties Inc. held its 2026 Annual Meeting of Stockholders on May 13, 2026 and filed an 8‑K disclosing the results. Stockholders elected five director nominees — Paul H. McDowell, Reginald H. Gilyard, Kathleen R. Allen, Richard J. Lieb and Gregory J. Whyte — to serve until the next annual meeting. The stockholders also ratified KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The record date for the meeting was March 13, 2026.

Key Details

• Outstanding shares at record date: 56,830,068 common shares (par value $0.001).
• Director vote totals (For / Against / Abstain; broker non-votes = 12,697,901 for each director):
  • Paul H. McDowell: 23,381,806 / 994,281 / 3,107,697
  • Reginald H. Gilyard: 23,057,793 / 1,317,988 / 3,108,003
  • Kathleen R. Allen: 23,186,270 / 1,189,287 / 3,108,227
  • Richard J. Lieb: 23,349,231 / 1,025,700 / 3,108,853
  • Gregory J. Whyte: 23,361,007 / 1,017,625 / 3,105,152
• Ratification of KPMG (Proposal 2) vote totals: 36,442,566 For / 357,639 Against / 3,381,480 Abstain. No broker non-votes recorded for this proposal.
• No other proposals were submitted or voted on at the Annual Meeting.

Why It Matters

• Governance: Re-election of all five director nominees maintains board continuity and leadership (including CEO Paul H. McDowell) through the next annual meeting. Investors can view this as confirmation of existing management and board direction.
• Audit oversight: Ratification of KPMG as auditor establishes the firm that will audit Orion’s financial statements for fiscal 2026, which is relevant for confidence in financial reporting and upcoming filings.
• Vote context: The tallies show strong support for the auditor ratification and clear, though varied, support levels for director nominees; the presence of roughly 12.7 million broker non-votes on director elections indicates a portion of shares held by brokers did not vote on those proposals.