2 unchanged sentences
As of February 9, 2024, there were approximately 12 record holders of our common stock, i.e.
−Removed: stockholders directly registered under their name in the Company’s physical share ledger in Luxembourg.
+Added: stockholders directly registered under their name in the Company’s physical stock ledger in Luxembourg.
During the fiscal year ended December 31, 2023, we did not sell any equity securities that were not registered under the Securities Act.
3 unchanged sentences
Dividend Policy
−Removed: In accordance with the Luxembourg Company Law, the general meeting of shareholders has the power to make a resolution on the payment of dividends upon the recommendation of the Board of Directors.
+Added: In accordance with the Luxembourg Company Law, the general meeting of stockholders has the power to make a resolution on the payment of dividends upon the recommendation of the Board of Directors.
In deciding whether to recommend any future dividend, the Board of Directors would take into account any legal or contractual limitation, our actual and anticipated future earnings, cash flows, debt service and capital requirements, our business plans and such other matters as the Board of Directors believes appropriate, in its discretion.
−Removed: Generally, any dividend approved by a general meeting of shareholders would be paid out shortly after the meeting.
+Added: Generally, any dividend approved by a general meeting of stockholders would be paid out shortly after the meeting.
Luxembourg withholding tax at a rate of 15% is deducted from dividend payments, subject to certain exemptions and reductions in certain circumstances.
Stock Repurchase Program
−Removed: On November 3, 2022, our Board of Directors, in line with the respective authorization of the shareholders, resolved in the Company’s annual general meeting of shareholders dated June 30, 2022, approved a stock repurchase program with the authorization to management to purchase up to $50 million of its outstanding common stock.
−Removed: Our stock repurchases may occur through open market purchases or trading plans pursuant to Rule 10b5-1 of the Exchange Act.
−Removed: The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements, the thresholds contained in the above referred shareholder authorization by the Board of Directors, may be restricted by payment capacity under our debt instruments and other factors.
−Removed: The authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.
−Removed: We started the purchase of equity securities in December of 2022 which were as follows:
−Removed: Period Total number of stock purchased Average price paid per stock Total dollar value of stocks purchased as part of publicly announced plans
−Removed: ($ in millions) Maximum approximate dollar value of stocks yet be purchased
−Removed: ($ in millions)
+Added: In accordance with the authority granted by the Orion stockholders to the Board of Directors through stockholder resolution, on May 5, 2023, our Board of Directors approved a new stock repurchase program with authorization to management to purchase up to approximately 6.9 million stock of our outstanding common stock from time to time through open market purchases or public tender offers, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions, at any time through June 2027 (“Stock Repurchase Program”).
+Added: This new stock repurchase program is in addition to our previous stock repurchase program, which was adopted by our Board of Directors in 2022 and authorized management to purchase up to $50 million of our Common stock (“Prior Stock Repurchase Program”).
+Added: The common stock repurchases, under the prior Repurchase Program , was completed during the second quarter of 2023.
+Added: The maximum number of shares of our Common stock that may yet be purchased is not necessarily an indication of the number of stock that will ultimately be purchased.
+Added: Each authorization may be suspended or discontinued at any time and does not obligate us to acquire any specific amount of common stock.
+Added: Period Total number of Common stocks purchased Average price paid per share Total number of Common stock purchased as part of publicly announced plans Maximum number of Common stock yet be purchased as part of publicly announced plans
+Added: Stock Repurchase Program
+Added: October 1 — 31, 2023
+Added: 178,652 $ 20.37 178,652 6,157,434
+Added: November 1 — 30, 2023
+Added: 106,488 21.91 106,488 6,050,946
December 1 — 31, 2023
29,669 25.28 29,669 6,021,277
−Removed: Orion Engineered Carbons S.A
+Added: Common stock Repurchased in 2023 fourth quarter
+Added: 314,809 314,809 6,021,277
Performance Graph
4 unchanged sentences
2018 2019 2020 2021 2022 2023
−Removed: Orion Engineered Carbons S.A.
$ 100.00 $ 79.57 $ 71.93 $ 77.05 $ 75.21 $ 117.50
1 unchanged sentence
S&P Small Cap Chemicals Index 100.00 116.09 137.69 172.61 147.72 157.00
−Removed: Orion Engineered Carbons S.A
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.