Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Addendum to Employment Agreement

On April 11, 2022, our board of directors, including all of our independent directors, ratified and approved a two-year extension to the Executive Employment Agreements for James O'Neil and William Clough. The extensions were negotiated and approved by the Compensation Committee after review and approval by a third-party, independent compensation consultant hired by the Company. The Addenda left the salary and benefits for the two executives unchanged. The primary changes were the 24-month extension and a revision of the Bonus Provisions to be more in line with shareholder interests and industry standards. The new provisions base the bonus on various criteria including, but not limited to Total Shareholder Return (TSR) as measured against the Company's peers. For further information, see the attached Addenda.

Exchange of Cash Settled Stock Appreciation Rights ("SAR") for Restricted Stock Units ("RSU")

Effective as of April 13, 2022, the following named executive officers (NEO's) exchanged the cash value of previously issued cash settled SAR's for RSU's as summarized below:



NEO                   SAR's Value          RSU's         Vested       Unvested

James F. O'Neil $ 2,122,078.14 1,035,161 373,055 662,106 William J. Clough $ 1,752,023.83 854,734 457,224 397,510 Daniel N. Ford (1) $ 1,413,959.64 689,736 362,324 327,412

(1)Mr. Ford was our former Chief Financial Officer.

The RSU's were issued at an exchange value of $2.05 per RSU. One third of the RSU's vest immediately and the remainder vest in two equal annual instalments.

Item 5.08 Shareholder Director Nominations

We are pleased to announce that on April 11, 2022, the Board of Directors of Orbital Energy Group, Inc. scheduled the 2022 Annual Meeting of Stockholders to be held 9:00 am MST on Thursday, July 21, 2022, at Orbital Energy Group, Inc., 1924 Aldine Western, Houston, Texas 77038. The record date for determining stockholders entitled to notice of, and to vote at, the 2022 Meeting is set at May 27, 2022, and only such stockholders will be entitled to notice of and to vote at the 2022 Annual Meeting.

Because this meeting date differs more than thirty days from the anniversary of the Company's 2021 Annual Meeting of Stockholders, held October 12, 2021, in order for a stockholder to be entitled to vote, to bring a proposal or submit a nominee for director at the 2022 Annual Meeting, such stockholder must be a stockholder of record on May 27, 2022. Under the Security and Exchange Commission's proxy rules, shareholder proposals that meet certain conditions may be included in our Proxy Statement and such notice by such stockholder must be received no later than 5:00 p.m. Houston local time on May 27, 2022.

Proposals and notices must be in writing and received by our Corporate Secretary at Orbital Energy Group Global, Inc., Attn: Corporate Secretary, 1924 Aldine Western, Houston, Texas 77038, and must also comply with the requirements set forth in the rules and regulations of the Exchange Act and the Company's Bylaws.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits



Exhibit No.   Description of Exhibit
  99.1          Addendum "A" to employment agreement of James F. O'Neill III, Employee
  99.2          Addendum "A" to employment agreement of William J. Clough, Employee
104           Cover Page Interactive Data File (embedded in the cover page formatted in
              Inline XBRL)

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