Orion Energy Systems Files 8-K on Shareholder Vote Matters

TL;DR

OES filed an 8-K for shareholder vote matters on Aug 7.

AI Summary

Orion Energy Systems, Inc. filed an 8-K on August 8, 2025, reporting on a submission of matters to a vote of security holders that occurred on August 7, 2025. The filing details the company's corporate information, including its address in Manitowoc, Wisconsin, and its fiscal year end of March 31.

Why It Matters

This filing indicates a formal process where Orion Energy Systems is presenting matters for a vote by its shareholders, which could impact corporate governance and future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure regarding a shareholder vote, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• ORION ENERGY SYSTEMS, INC. (company) — Registrant
• August 7, 2025 (date) — Date of earliest event reported
• August 8, 2025 (date) — Date of report
• Manitowoc, Wisconsin (location) — Principal executive offices

FAQ

Filing Documents

• d10979d8k.htm (8-K) — 35KB
• 0001193125-25-175964.txt ( ) — 144KB
• oesx-20250807.xsd (EX-101.SCH) — 3KB
• oesx-20250807_lab.xml (EX-101.LAB) — 17KB
• oesx-20250807_pre.xml (EX-101.PRE) — 11KB
• d10979d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 7, 2025 ORION ENERGY SYSTEMS, INC. (Exact name of registrant as specified in its charter) Wisconsin 01-33887 39-1847269 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2210 Woodland Drive , Manitowoc , Wisconsin 54220 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (920) 892-9340 Not Applicable (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(s) Name of Each Exchange on Which Registered Common stock, no par value OESX The Nasdaq Stock Market LLC (NASDAQ Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item5.07 Submission of Matters to a Vote of Security Holders . On August 7, 2025, Orion Energy Systems, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting"). As of the June 20, 2025 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting, 33,688,163 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 74% of all votes were represented at the 2025 Annual Meeting in person or by proxy. At the 2025 Annual Meeting, the Company's shareholders voted on the following proposals: Proposal One-Election of Directors : To elect two Class III directors, Anthony L. Otten and Sally A. Washlow, to serve until the Company's 2028 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified. In accordance with the voting results listed below, each of the nominees were elected as directors by over 90% of the votes cast. Name For Withheld Broker Non-Votes Anthony L. Otten 14,394,500 1,439,789 9,092,001 Sally A. Washlow 14,447,920 1,386,369 9,092,001 Proposal Two-Say-On-Pay : To conduct an advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Definitive Proxy Statement. In accordance with the voting results listed below, the Company's executive compensation as disclosed in the Definitive Proxy Statement has been approved by 92.28% of the votes cast. For Against Abstain Broker Non-Votes 14,410,104 1,204,599 219,586 9,092,001 Proposal Three-Ratification of Independent Public Accountant: To ratify BDO USA, P.C. to serve as the Company's independent registered public accounting firm for its 2026 fiscal year. In accordance with the voting results listed below, BDO USA, P.C. was ratified by over 98% of the votes cast and BDO USA, P.C. will serve as the independent registered certified public accountants for the Company's fiscal 2026. For Against Abstain Broker Non-Votes 24,610,500 278,121 37,669 0 Proposal Four-Reverse Stock Split Proposal: To approve an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split with respect to the Company's issued and outstanding common stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-100, with the final ratio and exact timing to be determined by the board of directors in its discretion, subject to the authority of the board of directors to abandon such amendment. In accordance with the voting results listed below, the reverse stock split has been approved by 91.42% of the votes cast For Against Abstain Broker Non-Votes 22,611,872 2,120,679 193,739 0 Proposal Five-Stock Option Grant Proposal: To approve the grant of a special stock option to purchase up to 500,000 shares

View Full Filing

View this 8-K filing on SEC EDGAR