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Orion Group Holdings Inc. (NYSE:ORN), a $231 million market cap company specializing in heavy construction services, announced on Monday that its Board of Directors has approved amendments to the organization’s bylaws, effective immediately. The company, which generated revenues of $796 million in the last twelve months, has seen its stock decline about 19% year-to-date, according to InvestingPro data.
The amended bylaws, detailed in a recent 8-K filing with the Securities and Exchange Commission, introduce a series of changes aimed at updating the company’s governance structure. InvestingPro’s comprehensive analysis reveals that Orion currently maintains a FAIR financial health score, with detailed governance metrics available in the Pro Research Report, one of 1,400+ deep-dive analyses available to subscribers. One key revision alters the voting standard for stockholder decisions. Now, except as otherwise mandated by law or the company’s Certificate of Incorporation or bylaws, all matters presented to stockholders, excluding the election of directors, will require a majority of the total voting power of the stock present or represented by proxy at a meeting where a quorum is achieved.
For the election of directors, a plurality of the votes from shares present or represented by proxy is needed. The amendments also clarify how abstentions and broker non-votes are counted. Abstentions will count as present for quorum purposes and, depending on the required voting threshold, may have the effect of a vote against a proposal or no impact on the election of directors. Broker non-votes will have no effect on the outcome of votes except where a majority of outstanding shares is needed, in which case they will count as votes against the proposal.
Further, the bylaws now state that indemnification and expense advancement rights are vested contract rights that persist beyond an individual’s service to the company and extend to their heirs and representatives. Any future changes to these rights will not adversely affect the indemnified person.
Additionally, the board’s obligation to present a statement of the company’s business and condition at each stockholder meeting has been removed. The amendment provision of the bylaws has also been aligned with the company’s Certificate of Incorporation to affirm that stockholders, in addition to the board, may amend the bylaws.
These updates are part of Orion Group Holdings’ efforts to modernize and streamline its governance practices, as confirmed by the attached full text of the bylaws in the 8-K filing. The changes are designed to provide clarity and align with current best practices in corporate governance. The information is based on the latest SEC filing by Orion Group Holdings Inc. Investors following these developments should note that the company is scheduled to report its next earnings on April 23, 2025, which could provide further insights into the impact of these governance changes on operational performance.
In other recent news, Orion Marine Group reported its fourth-quarter 2024 earnings, revealing a slight miss in both earnings per share (EPS) and revenue compared to market forecasts. The company posted an EPS of $0.16, falling short of the anticipated $0.18, while revenue for the quarter was $217 million, below the expected $265.2 million. Despite the quarterly shortfall, Orion Marine Group demonstrated solid growth for the full year, with revenue increasing by 12% year-over-year to $796 million. Gross profit surged by 48% to $91 million, and adjusted EBITDA rose 76% to $41.9 million, indicating improved operational efficiency.
Looking forward, Orion Marine Group has issued revenue guidance for 2025 in the range of $800 million to $850 million, with adjusted EBITDA expected to be between $42 million and $46 million. DA Davidson reiterated a Buy rating on the company, maintaining a price target of $11.00, citing Orion’s low valuation levels and stable capital position as attractive investment factors. The firm highlighted Orion’s strong booking prospects extending through 2025 and noted that the company’s cash flow is anticipated to support increased capital expenditures in preparation for growth. Additionally, Orion Marine Group’s stable balance sheet is underscored by the fact that it is not currently drawing on its revolving credit facility. These recent developments suggest a positive outlook for Orion Marine Group’s financial health and strategic growth in the coming years.
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