Business Context and Reporting Period
This Form 8-K Current Report was filed by Orion Energy Systems, Inc. on May 15, 2013, covering events occurring on May 13, 2013. The filing addresses corporate governance changes specifically regarding the appointment of new directors to the Board.
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 appointments and contains no financial performance data.
Material Changes
The primary material change reported is the appointment of two new independent directors by the Board of Directors on May 13, 2013:
- Kenneth L. Goodson, Jr. appointed as a Class I director. He is currently Executive Vice President of Worldwide Operations at Herman Miller Inc. and expects to retire to special projects in June 2013. He previously served on the Fender Musical Board of Directors.
- James D. Leslie appointed as a Class III director. He is currently Executive Vice President of Advisory Services at Datalink Corporation and previously served as Chairman and CEO of Midwave.
Both individuals are deemed independent under NYSE MKT listing standards. Their re-election will be submitted for shareholder vote at the 2013 Annual Meeting of Shareholders.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, management commentary on operations, or specific risk factors. Regarding contingencies, the Board has determined that committee appointments for the new directors will be made after a suitable orientation period. There are no arrangements or transactions involving the new directors in which the Company is a participant that would constitute a material interest.
Key Facts for Investor Verification
- Verify the independence status of Kenneth L. Goodson, Jr. and James D. Leslie under current exchange listing standards.
- Confirm the specific committee assignments for the new directors following their orientation period.
- Review the proxy statement for the 2013 Annual Meeting of Shareholders to confirm the re-election proposals for these directors.
- Note that this filing contains no financial data; refer to the most recent 10-Q or 10-K for financial performance metrics.