Business Context and Reporting Period
This Form 8-K Current Report was filed by Orion Energy Systems, Inc. on April 28, 2010. The filing reports a corporate governance event regarding the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The primary material change reported is the appointment of Thomas N. Schueller as a Class III director of the Company, effective April 28, 2010. His initial term continues until the 2010 annual meeting of shareholders.
Management Commentary and Governance Details
- Background: Mr. Schueller served as a member of senior management at various banks from 1984 until 2009, retiring as Chief Credit Officer and Managing Director of Lake Shore Wisconsin Corporation.
- Independence: The Board determined Mr. Schueller is independent under NYSE Amex LLC listing standards.
- Committee Assignments: He has been appointed to the Audit and Finance Committee and the Nominating and Corporate Governance Committee.
- Compensation: As a non-employee director, he will receive compensation in accordance with the Company's Non-Employee Director Compensation Plan.
- Conflicts of Interest: There are no arrangements regarding his election, nor any transactions in which the Company is a participant where Mr. Schueller has a material interest.
Investor Verification Checklist
- Verify the press release dated May 4, 2010 (Exhibit 99.1) for additional details on the appointment.
- Confirm the composition of the Audit and Finance Committee and Nominating and Corporate Governance Committee following this appointment.
- Review the Company's Non-Employee Director Compensation Plan to understand the specific compensation structure for Mr. Schueller.