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): June 7, 2023

ORION S.A.

(Exact name of registrant as specified in its charter)

(281) 318-2959

(Registrant’s telephone number, including area code)

Orion Engineered Carbons S.A.

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

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

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. ☐

Orion S.A. (formerly, Orion Engineered Carbons S.A.) (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 7, 2023. The Company’s shareholders approved and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 7, 2023 (with a proxy statement supplement filed on May 30, 2023).

The results of votes on the matters adopted by the Annual General Meeting are as follows:

Proposal 1(i) Election of Mr. Anthony L. Davis for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(ii) Election of Ms. Kerry Galvin for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(iii) Election of Mr. Paul Huck for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(iv) Election of Ms. Mary Lindsey for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(v) Election of Mr. Didier Miraton for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(vi) Election of Mr. Yi Hyon Paik for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(vii) Election of Mr. Corning F. Painter for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(viii) Election of Mr. Dan F. Smith for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(ix) Election of Mr. Hans-Dietrich Winkhaus for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 1(x) Election of Mr. Michel Wurth for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2023.

Proposal 2 Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2022 (Say-on-Pay vote) as disclosed in the proxy statement.

Proposal 3 Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2023 and ending on December 31, 2023.

Proposal 4 Approval of the annual accounts of the Company for the financial year that ended on December 31, 2022.

Proposal 5 Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2022.

Proposal 6 Allocation of results of the financial year that ended on December 31, 2022, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,777,586.16.

Proposal 7 Discharge of the current members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2022.

Proposal 8 Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé for the financial year that ended on December 31, 2022.

Proposal 9 Appointment of Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2023.

Proposal 10 Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the fiscal year ending on December 31, 2023.

Proposal 11 Approval of an amended employee incentive compensation plan.

Proposal 12 Approval of an amended non-employee director equity plan.

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 hereunto duly authorized.