{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-000095","form_type":"8-K","ticker":"OESX","cik":"0001409375","company_name":"ORION ENERGY SYSTEMS, INC.","filed_at":"2023-01-04T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.802690+00:00","generated_at":"2026-06-20T20:15:20.492638+00:00","sec_items":["1.01","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Orion Energy adds board member from activist Kanen Wealth Management under cooperation agreement","bullets":["Kanen Wealth Management owns ~5.3% of OESX; agreement appoints Charles McDulin as Class II director through 2024 annual meeting.","Board increased to six members; standstill restrictions apply until 15 days before 2024 meeting nomination deadline.","McDulin provided irrevocable resignation letter for certain events; waives $25k cash compensation for first year as director.","Company reimburses Kanen up to $25k for legal and out-of-pocket expenses related to agreement."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-000095","json":"https://secwatch.observer/filing/0000950170-23-000095.json","markdown":"https://secwatch.observer/filing/0000950170-23-000095.md","text":"https://secwatch.observer/filing/0000950170-23-000095.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1409375/000095017023000095/0000950170-23-000095-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1409375/000095017023000095/oesx-20230104.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T20:15:20.492638+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8bd969e09b","claim":"Charles McDulin was appointed as Director at ORION ENERGY SYSTEMS, INC..","evidence_excerpt":"On January 3, 2023, the Board increased the size of the Board to six (6) members and appointed Charles McDulin to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409375/000095017023000095/0000950170-23-000095-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5578110c01a82cb6030dcdfe8b2ed4c2731da882","claim":"ORION ENERGY SYSTEMS, INC. entered into Cooperation Agreement with Kanen Wealth Management, LLC and certain of its affiliates valued at Kanen agreed to standstill restrictions; Company agreed to appoint Charles McDulin as director; McDu (effective 2023-01-03).","evidence_excerpt":"On January 3, 2023, Orion Energy Systems, Inc. (the \"Company\"), entered into a cooperation agreement (the \"Agreement\") with Kanen Wealth Management, LLC and certain of its affiliates (collectively, \"Kanen\"). Kanen beneficially owns approximately 5.3% of the Company's outstanding common stock. Pursuant to the Agreement, the Board of Directors of the Company (the \"Board\") agreed, among other things, to appoint Charles McDulin as a Class II director of the Company, with a scheduled regular term to expire at the Company's 2024 annual meeting of shareholders (the \"2024 Annual Meeting\"). Under the terms of the Agreement, Kanen has agreed to abide by customary standstill restrictions until fifteen (15) days prior to the deadline for submission of a notice of shareholder nomination of individuals for election as directors of the Company at the 2024 Annual Meeting (the \"Standstill Period\"); provided that if the Board offers to nominate Mr. McDulin for election to the Board at the 2024 Annual Me","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409375/000095017023000095/0000950170-23-000095-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Kanen Wealth Management, LLC and certain of its affiliates"},{"label":"Value","value":"Kanen agreed to standstill restrictions; Company agreed to appoint Charles McDulin as director; McDu"},{"label":"Effective","value":"2023-01-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}