UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 8, 2024, Orion Energy Systems, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). As of the June 21, 2024 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2024 Annual Meeting, 32,742,950 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 71% of all votes were represented at the 2024 Annual Meeting in person or by proxy. At the 2024 Annual Meeting, the Company’s shareholders voted on the following proposals:
Proposal One—Election of Directors: To elect three Class II directors, Ellen B. Richstone, Richard A. Shapiro and Heather L. Wishart-Smith, to serve until the Company’s 2027 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 | |||||||||
| Ellen B. Richstone |
12,629,538 | 1,288,317 | 9,466,919 | |||||||||
| Richard A. Shapiro |
13,163,390 | 754,465 | 9,466,919 | |||||||||
| Heather L. Wishart-Smith |
12,632,209 | 1,285,646 | 9,466,919 | |||||||||
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 88% of the votes cast.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,197,958 | 1,534,288 | 185,609 | 9,466,919 |
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 2025 fiscal year. In accordance with the voting results listed below, BDO USA, P.C. was ratified by over 99% of the votes cast and BDO USA, P.C. will serve as the independent registered certified public accountants for the Company’s fiscal 2025.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,822,559 | 126,035 | 436,180 | 0 |
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 13, 2024 | By: | /s/ J. Per Brodin | ||
| J. Per Brodin | ||||
| Chief Financial Officer | ||||