Orion Marine Group Inc (ORN)

ORN 
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Orion Marine Group, Inc. (ORN)

Annual Meeting of Stockholders Conference Call

May 23, 2013 11:00 am ET

Executives

Richard L. Daerr Jr. – Chairman

J. Michael Pearson – President and Chief Executive Officer

Peter R. Buchler – Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer

Presentation

Richard L. Daerr Jr.

Good morning and welcome to the 2013 Annual Meeting of Stockholders of the Orion Marine Group. I’m Richard Daerr, Chairman of Board of Directors and I’ll be presiding this meeting. At this time, I’ll call the meeting to order. If you’ve not yet viewed copies of the agenda and rules of conduct, please find them online under the documents attached to the Virtual Stockholder Meeting. Also present today either in person or by phone are Mike Pearson, Orion Marine Group’s President, Chief Executive Officer and Director; Thomas Amonett, Independent Director; Gene Stoever, Independent Director; Austin Shanfelter, Independent Director; Mark Stauffer, Orion Marine Group’s Executive Vice President and Chief Financial Officer and Pete Buchler, Orion Marine Group’s Executive Vice President, Chief Administrative Officer, General Counsel, Secretary and Chief Compliance Officer. Mr. Buchler will act as Secretary and timekeeper of the meeting.

The Board of Directors has appointed Jane Drymen of Broadridge to act as Inspector of Elections. Ms. Drymen has previously taken her oath as an Inspector of Elections. Also present via phone are Jennifer, Daniel, and Georgine Bretts from Grant Thornton, the Company’s registered independent outside auditors. And during the question-and-answer period at the end of the meeting, they will be available to answer questions concerning the Company’s financial statements.

You should now all have copies of the rules of conduct for this meeting and in order to conduct an orderly meeting, we asked that participants follow these rules. As stated in the rules of conduct, stockholders will not be able to address the meeting until they’re recognized. should you desire to ask a question or speak during the meeting, please do so by posting your question using your online screen. Please identify yourself and your status as a stockholder or a proxyholder and then ask your question. As stated in the rules of conduct, please limit your remarks to company business.

As noted in the notice in proxy statement given to you, the record date for voting at this meeting was the close of business on April 1, 2013. A list of registered stockholders on the record date is available for your review during this meeting.

The Secretary has delivered an affidavit of mailing, showing that notice of this meeting was given. A copy of both the notice and affidavit will be incorporated into the minutes. The Secretary will now report on the existence of a quorum of the meeting. The stockholder lists shows that holders of 27,246,456 shares, common stock of the company are entitled to vote at this meeting.


We are informed by Ms. Drymen that they are represented in person or by proxy, 25,515,909 shares of common stock or approximately 93.64% of all the shares entitled to vote at this meeting. Based on the percentage of the total votes of the company held by holders of record now present at the meeting either in person or by proxy, the quorum is present. This meeting is now duly convened for the purpose of transacting business properly before it.

The next order of business is a description of matters properly brought before this meeting. No stockholder proposals timely or otherwise have been received for consideration at this meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed to you.

The first item of business today is the election of Directors. There are two directors to be elected today. And the Directors elected today will hold office until the 2016 Annual Meeting of Stockholders, and until the successors duly elected and qualified. The nominees are listed in your proxy materials and on the agenda. The Board of Directors of the company recommends the reelection of Austin Shanfelter and Gene Stoever to the Board of Directors. There are no stockholder nominations for the Board of Directors the other received timely or otherwise. Accordingly, all nominations are closed. Are there any questions regarding this proposal?

Unidentified Company Representative

There are no questions.

Richard L. Daerr Jr.

Since there is no question, I declare Austin Shanfelter and Gene Stoever two duly nominated for reelection as Directors of the company, each to serve until the 2016 Annual Meeting of Stockholders and until the successor is duly elected and qualified. Voting will commence after all proposals have been presented and will now move on to proposal number two.

The second item of business today is the approval of the compensation of our Chief Executive Officer and three other most highly compensated executive officers. This proposal known as a say-on-pay proposal is required under Section 14A of the Securities Exchange Act of 1934 as amended and gives the company stockholders the opportunity on an advisory basis to approve or not approve the compensation of named executive officers through the resolution found in your proxy materials. Board of Directors for the Company recommends that you vote for the approval of the Executive Compensation Proposal. Are there any questions related to this proposal?

Unidentified Company Representative

There are no questions.

Richard L. Daerr Jr.

Voting on this proposal will commence after all proposal have been presented and we’ll now move to the third proposal. The third item of business today is to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm as the Company’s outside independent auditors for 2013. The Board of Directors of the Company recommends that you vote for this proposal. Has anyone have any questions concerning this proposal?

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