Michel Wurth to exit Orion S.A. (OEC) board at 2026 annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Orion S.A. reported that director Michel Wurth has decided not to stand for re-election to the Board of Directors at the company’s 2026 annual general meeting of shareholders. The company states that his decision is due to increased responsibilities with other endeavors and not because of any disagreement with Orion or its board.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

preliminary proxy statement, annual general meeting of shareholders, Emerging growth company

3 terms

preliminary proxy statement regulatory

"As disclosed in the preliminary proxy statement for the 2026 annual general meeting of shareholders"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

annual general meeting of shareholders regulatory

"for the 2026 annual general meeting of shareholders (the “Annual Meeting”) of Orion S.A."

Emerging growth company regulatory

"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/10/2026 - 05:04 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2026

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-36563

00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 City Plaza Drive, Suite 300

Spring, Texas 77389

(Address of principal executive offices, including zip code)

(281) 318-2959

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, no par value		OEC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

As disclosed in the preliminary proxy statement for the 2026 annual general meeting of shareholders (the “Annual Meeting”) of Orion S.A. (the “Company”) filed with the SEC on April 10, 2026, Mr. Michel Wurth announced on April 6, 2026 his decision to not stand for re-election to the Board of Directors at the Annual Meeting due to increased responsibilities with other endeavours. Mr. Michel Wurth’s decision not to seek re-election to the Board of Directors was not the result of any disagreement with the Company or the Board of Directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Orion S.A.

	By:	/s/ Jon Puckett
	Name:	Jon Puckett
	Title:	Chief Financial Officer

Date: April 10, 2026

Source: View Original Filing on SEC EDGAR

FAQ

Why is Orion S.A. (OEC) director Michel Wurth leaving the board?

Orion S.A. reports that director Michel Wurth chose not to stand for re-election at the 2026 annual general meeting. The company explains his decision is driven by increased responsibilities with other endeavors, and not by any disagreement with Orion or its Board of Directors.

Did Michel Wurth have a disagreement with Orion S.A. (OEC) before deciding to leave?

Orion S.A. states that Michel Wurth’s decision not to seek re-election to the Board of Directors was not the result of any disagreement with the company or its board. The filing clearly attributes his departure to increased responsibilities with other activities.

When did Michel Wurth announce he would not seek re-election at Orion S.A. (OEC)?

The company discloses that Michel Wurth announced on April 6, 2026, his decision not to stand for re-election to Orion S.A.’s Board of Directors at the 2026 annual general meeting of shareholders, citing increased responsibilities with other endeavors as the reason for his decision.

How did Orion S.A. (OEC) communicate Michel Wurth’s planned board departure?

Orion S.A. described Michel Wurth’s decision not to stand for re-election in its preliminary proxy statement for the 2026 annual general meeting and in a related current report. The company emphasized the decision was voluntary and unrelated to any disagreement with management or the board.

What corporate event at Orion S.A. (OEC) is linked to Michel Wurth’s decision?

Michel Wurth’s decision not to seek re-election is tied to Orion S.A.’s 2026 annual general meeting of shareholders. At that meeting, shareholders would otherwise have voted on his continued service on the Board of Directors, but he chose not to be a candidate for another term.

Filing Exhibits & Attachments

3 documents