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 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 of the Company’s common stock to its new chief executive officer . In accordance with the voting results listed below, the grant of a special stock option has been approved by 91.86% of the votes cast
| For | Against | Abstain | Broker Non-Votes | |||
| 14,334,695 | 1,269,610 | 229,984 | 9,092,001 |
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, 2025 | By: | /s/ J. Per Brodin | ||||
| J. Per Brodin | ||||||
| Chief Financial Officer | ||||||