Orion Properties Inc.
For the period ended May 13, 2026. Filed Mar 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Mar 20, 2026
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DEF 14A 1 definitiveproxystatement20.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | x |
|---|---|
| Filed by a Party other than the Registrant | o |
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
ORION PROPERTIES INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (4) | Date Filed: |
3200 E Camelback Road, Suite 100, Phoenix, Arizona 85018
Notice of AnnualMeeting of StockholdersTo Be Held on Wednesday, May 13, 2026
March 20, 2026
TO THE STOCKHOLDERS OF ORION PROPERTIES INC.:
I am pleased to invite you to the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Orion Properties Inc., a Maryland corporation (the “Company,” “Orion,” “we,” or “our”). The Annual Meeting will be held virtually on Wednesday, May 13, 2026 at 11:30 A.M. (Eastern Time). To access the Annual Meeting, visit www.virtualshareholdermeeting.com/ONL2026 and enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card (if you received a printed copy of the proxy materials). Stockholders will be able to vote electronically and submit questions electronically during the Annual Meeting. At the Annual Meeting, you will be asked to:
| 1 | Elect the five director nominees described in the enclosed proxy statement to serve on the Board of Directors until the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualify; |
| 2 | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3 | Consider and act on such other matters as may properly come before the Annual Meeting and any adjournment thereof. |
The proxy statement following this notice describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.
MEETING DETAILS
| DATE | |
| TIME | |
| 11:30 A.M. (Eastern Time) | |
| LOCATION |
Our Board of Directors has fixed the close of business on March 13, 2026 as the record date for the Annual Meeting. Only stockholders of record of shares of our common stock, par value $0.001 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
We make proxy materials available to our stockholders on the Internet. You can access proxy materials at www.proxyvote.com. You also may authorize your proxy via the Internet or by telephone by following the instructions on www.proxyvote.com. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you received a Notice of Availability of Proxy Materials, you also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included therein.
Your vote is important.
By Order of the Board of Directors,
Paul C. Hughes
General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 13, 2026This proxy statement and our 2025 Annual Report to Stockholders are available at www.proxyvote.com.Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and complete a proxy for your shares as soon as possible. If you attend the Annual Meeting, you may vote at the meeting if you wish, even if you previously have submitted your proxy.
Table ofContentsFor the 2026 Proxy Statement
| IMPORTANT DATES AND WAYS TO VOTE | 1 |
|---|---|
| PROXY STATEMENT | 3 |
| ABOUT THE COMPANY | 3 |
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 4 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 10 |
| INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES | 17 |
| EXECUTIVE OFFICERS | 27 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| AUDIT COMMITTEE REPORT | 33 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 34 |
| EXECUTIVE COMPENSATION | 35 |
| COMPENSATION OF THE BOARD OF DIRECTORS | 49 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 51 |
| STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN STOCKHOLDERS | 52 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 54 |
| OTHER MATTERS PRESENTED FOR ACTION AT THE 2026 ANNUAL MEETING | 55 |
| ATTENDANCE AT THE 2026 ANNUAL MEETING | 56 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.