Orion Properties rejects Kawa Fund director nominations as invalid

Orion Properties Inc. (NYSE: ONL) announced that director nominations submitted by The Kawa Fund Limited for the company's 2026 annual meeting do not comply with bylaw requirements.

The Phoenix-based real estate investment trust said Kawa's notice to nominate five board candidates failed to meet several requirements, including proof that Kawa is a record holder of Orion's common stock. The board unanimously determined the submission was invalid.

Orion's board stated that Kawa's nomination notice lacked required disclosures about the fund's plans for the company beyond references to two prior acquisition proposals for all outstanding shares. The board emphasized that bylaw requirements serve as procedural protections to ensure orderly stockholder rights and election integrity.

The Kawa Fund previously made two proposals to acquire Orion Properties, according to the company's statement. Orion said its bylaws contain clearly stated requirements that have been publicly available for several years.

Because Kawa's notice did not meet bylaw compliance requirements before the nomination deadline, the fund cannot nominate candidates for the 2026 annual meeting, Orion said. The company will announce the meeting date and file proxy materials with the Securities and Exchange Commission at a later time.

Orion Properties operates as an internally-managed REIT focused on office properties in suburban markets across the United States. The company was spun off from Realty Income (NYSE: O) in November 2021 and trades on the New York Stock Exchange.

No stockholder action is required at this time, the company said.

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