UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07(a), (b) and (d) Submission of Matters to a Vote of Security Holders.
On August 5, 2021, the Company held its 2021 Annual Meeting. As of the June 9, 2021 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2021 Annual Meeting, 30,998,205 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 82% of all votes were represented at the 2021 Annual Meeting in person or by proxy. At the 2021 Annual Meeting, the Company’s shareholders voted on the following proposals:
Proposal One—Election of Directors: To elect two Class II directors, Ellen B. Ellen B. Richstone and Michael W. Altschaefl, to serve until the Company’s 2024 Annual Meeting of Shareholders, and one Class I director, Mark C. Williamson, to serve until the Company’s 2023 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified. In accordance with the voting results listed below, Ms. Richstone and Messrs. Altschaefl and Williamson were duly elected as directors for their designated terms.
Name |
For | Withheld | Broker Non-Votes | |||
Ellen B. Richstone |
11,295,615 | 7,760,468 | 6,211,022 | |||
Michael W. Altschaefl |
11,760,352 | 7,295,731 | 6,211,022 | |||
Mark C. Williamson |
10,411,676 | 8,644,407 | 6,211,022 |
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. The Compensation Committee has noted the results of voting on the advisory resolution regarding executive compensation. During fiscal 2022, the Compensation Committee will meet to specifically consider these voting results to review best practices for executive compensation and how such best practices may enhance the Company’s executive compensation programs and will engage with key shareholders to obtain their views on the Company’s executive compensation proposal.
| For | Against | Abstain | Broker Non-Votes | |||
| 9,204,927 | 9,768,636 | 82,520 | 6,211,022 |
Proposal Three—Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company’s independent registered public accounting firm for its 2022 fiscal year. In accordance with the voting results listed below, BDO USA, LLP was ratified to serve as the independent registered certified public accountants for the Company’s fiscal 2022.
| For | Against | Abstain | Broker Non-Votes | |||
| 25,215,405 | 28,399 | 23,301 | 0 |
2
SIGNATURE
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.
| ORION ENERGY SYSTEMS, INC. | ||||||
| Date: August 6, 2021 | By: | /s/ J. Per Brodin | ||||
| J. Per Brodin | ||||||
| Chief Financial Officer | ||||||