🧾 What This Document Is

This is a PRELIMINARY proxy statement (PRE 14A) filed with the SEC. Think of it as an "advance notice" and information packet for a company's annual shareholder meeting. Orion S.A. is preparing to hold its 2026 Annual General Meeting of Shareholders and is giving investors the details they need to vote on important company matters. This version is preliminary, meaning it may be updated before the final vote.

📅 The Big Event: 2026 Annual General Meeting

Shareholders are invited to a meeting that will happen in a little over a year.

When: Thursday, June 25, 2026, at 2:00 p.m. Central European Time (CET).
Where: At the company's headquarters in Senningerberg, Luxembourg, and also via a live webcast.
Why it matters: This is the main event where shareholders use their power to vote on key leadership and company plans. Even if you can't attend, you can vote by proxy (mail, internet, or phone).

📋 The 11 Things Shareholders Will Vote On

The agenda is packed with 11 proposals. Here’s what shareholders are being asked to decide:

Elect 8 Directors: Vote for each director nominee to serve until the 2027 meeting. Notably, director Michel Wurth is retiring and not being replaced, shrinking the board from 9 to 8 members.
Approve Board Pay: Approve the compensation for the Board of Directors for 2026.
"Say-on-Pay" Vote (Advisory): A non-binding vote to approve the 2025 pay for the company's top executives.
Set "Say-on-Pay" Frequency (Advisory): Decide how often to hold the "Say-on-Pay" vote in the future (every 1, 2, or 3 years). The board recommends voting for every 1 year.
Approve 2025 Annual Accounts (Luxembourg).
Approve 2025 Consolidated Financial Statements (U.S. GAAP).
Approve Dividends & Allocate 2025 Results: This includes the allocation of results and approval of interim dividends totaling €4,031,774.
Discharge the Board: Give the board a formal "pass" for their performance during 2025.
Discharge the Auditor: Give the independent auditor a formal pass for their 2025 work.
Appoint Auditor for 2026 (Luxembourg): Appoint Ernst & Young, Luxembourg as the auditor for statutory accounts.
Ratify Auditor for 2026 (U.S.): Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm.

👉 The Board recommends a "FOR" vote on all 11 proposals. Only a simple majority of votes cast is needed to pass each one.

💰 2025 Financial Snapshot: A Mixed Picture

Orion had a challenging year in 2025.

Net Loss: $70 million. This included a major non-cash goodwill impairment charge of $81 million.
Adjusted EBITDA: $248 million. This is a key "core earnings" metric that strips out one-time charges.
Net Sales: $1.8 billion, down 4% from the prior year. This was due to lower prices (partly from falling oil prices) and soft demand in key markets like transportation, despite a small increase in sales volume.
Cash Flow: Generated $55 million in Free Cash Flow after extracting $69 million from working capital (e.g., managing inventory and receivables better).
Shareholder Returns: Returned $26 million to shareholders through dividends and share buybacks.

👥 Board & Leadership Changes

There are important shifts happening at the top.

Board Shakeup: The board is reducing its size from 9 to 8 members after Michel Wurth retires. The new board, if elected, will include 5 new directors added over the last six years, showing active refreshment.
New CFO: Jon Puckett became the new CFO on December 1, 2025. The former CFO, Jeff Glajch, left the role on November 30, 2025.
Board Skills: The nominee slate is highly experienced: 38% have been CEOs, 38% have been CFOs, 63% have led operations, and 100% have sustainability experience. The board is also 38% female.

🏆 Sustainability & Safety Focus

Orion heavily emphasizes its environmental and social goals.

Strategy: Built on three pillars: enabling, circular, and renewable carbon black.
Safety Performance: Achieved a Total Recordable Incident Rate (TRIR) of 0.18, which it says is nine times better than the chemical industry average.
Recognition: Received a Platinum rating from EcoVadis, placing it in the top 1% of companies surveyed.
Pay Ties: Executive compensation is directly tied to these goals. For example, 5% of short-term bonus and 12.5% of long-term bonus are based on sustainability metrics.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Improved Plant Reliability: Operational efficiency improved by 200 basis points.
Proactive Management: Taking actions like cost-cutting, inventory reduction, and amending credit agreements in response to tough market conditions.
Engaged Board: 100% attendance at board meetings and strong shareholder engagement (met with investors representing ~45% of shares).
Clear Sustainability Focus: Deeply integrated into strategy and compensation.

⚠️ Risks:

Market Challenges: Facing record-high imports of lower-tier tires in the Americas and soft demand in industrial markets.
Macro & Regulatory Pressures: Cites risks from economic conditions, changes in chemical regulations, climate change regulations, and currency fluctuations.
Financial & Legal: Highlights risks from its debt, potential litigation, and the complexities of being a Luxembourg company for U.S. investors.

🧠 The Analogy

Orion's situation is like a homeowner's association (HOA) preparing for its annual meeting. The board (HOA board) is presenting the year's financials (they had a big, one-time roof repair bill that caused a loss), introducing the board members up for re-election, and asking owners to approve the budget and next year's plans. Some owners are worried about falling property values (soft market demand), but the board is showing they've improved security (plant reliability) and are focused on eco-friendly upgrades (sustainability) to maintain long-term value.

🧩 Final Takeaway

Orion S.A. is navigating a difficult market cycle that hurt its 2025 profits, but it's responding with cost controls and operational improvements. The upcoming shareholder meeting is about electing a refreshed, independent board and approving a pay structure heavily tied to financial, safety, and sustainability goals. The key for investors is deciding if the current leadership's strategy is the right one to steer through these challenges.

Orion S.A. — PRE 14A Filing