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 4, 2022, the Company held its 2022 Annual Meeting. As of the June 8, 2022 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2022 Annual Meeting, 31,161,016 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 75% of all votes were represented at the 2022 Annual Meeting in person or by proxy. At the 2022 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 2025 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. Washlow and Mr. Otten were duly elected as directors for their designated terms by over 98% of the shares officially voted.
Name |
For |
Withheld |
Broker Non-Votes | |||
| Anthony L. Otten | 15,247,382 | 234,227 | 7,779,239 | |||
| Sally A. Washlow | 15,314,523 | 167,086 | 7,779,239 |
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 was approved by over 96% of the shares officially voted.
For |
Against |
Abstain |
Broker Non-Votes | |||
| 14,902,994 | 464,481 | 114,134 | 7,779,239 |
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 2023 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 2023 by over 99% of the shares officially voted.
For |
Against |
Abstain |
Broker Non-Votes | |||
| 23,160,051 | 62,252 | 38,545 | 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 8, 2022 | By: | /s/ J. Per Brodin | ||||
| J. Per Brodin | ||||||
| Chief Financial Officer | ||||||