Business Context and Reporting Period
This Form 8-K reports on the results of the 2022 Annual Meeting of Shareholders held by Orion Energy Systems, Inc. on August 4, 2022. The company is incorporated in Wisconsin and its common stock trades on the Nasdaq Capital Market under the symbol OESX.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
As of the June 8, 2022 record date, 31,161,016 shares of common stock were outstanding. Approximately 75% of all votes were represented at the meeting. Shareholders approved three proposals with overwhelming support:
- Proposal One (Election of Directors): Anthony L. Otten and Sally A. Washlow were elected as Class III directors. Both received over 98% of the shares officially voted in favor.
- Proposal Two (Say-On-Pay): The advisory vote to approve executive compensation was approved by over 96% of the shares officially voted.
- Proposal Three (Ratification of Accountant): BDO USA, LLP was ratified as the independent registered public accounting firm for fiscal 2023 by over 99% of the shares officially voted.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. The document is limited to the disclosure of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the tenure of newly elected directors Anthony L. Otten and Sally A. Washlow, who serve until the 2025 Annual Meeting.
- Confirm that BDO USA, LLP is the designated auditor for the 2023 fiscal year.
- Note the high level of shareholder support (>96%) for executive compensation and director elections.
- Review the Definitive Proxy Statement referenced in the filing for detailed executive compensation data.