---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-041718"
form_type: "8-K"
ticker: "OESX"
cik: "0001409375"
company_name: "ORION ENERGY SYSTEMS, INC."
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T14:01:03.932376+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Orion Energy shareholders approve 2.5M share increase in incentive plan; re-elect directors

## Summary
- Shareholders approved Amended 2016 Omnibus Incentive Plan, increasing share pool from 3.5M to 6M shares (2.5M increase), term extended to 2033.
- Directors Michael H. Jenkins and Heather L. Wishart-Smith re-elected with over 95% of votes cast.
- Say-on-pay approved with 93% of votes cast; company will hold advisory vote annually.
- BDO USA, LLP ratified as independent auditor for fiscal 2024 with over 99% approval.

## SEC filing metadata
- accession: 0000950170-23-041718
- form_type: 8-K
- ticker: OESX
- cik: 0001409375
- company_name: ORION ENERGY SYSTEMS, INC.
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/oesx-20230811.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-041718
- JSON: https://secwatch.observer/filing/0000950170-23-041718.json
- Plain text: https://secwatch.observer/filing/0000950170-23-041718.txt

## Key facts
- Shareholder Votes
  ORION ENERGY SYSTEMS, INC. shareholders approved Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company’s independent registered public accounting firm for its 2024 fiscal year at the 2023-08-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: Proposal Five—Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company’s independent registered public accounting firm for its 2024 fiscal year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm
- Shareholder Votes
  ORION ENERGY SYSTEMS, INC. shareholders approved To conduct an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Definitive Proxy Statement at the 2023-08-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm
- Shareholder Votes
  ORION ENERGY SYSTEMS, INC. shareholders approved Approval of Amended and Restated 2016 Omnibus Incentive Plan at the 2023-08-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: Proposal Four— A pproval of Amended and Restated 2016 Omnibus Incentive Plan : To approve the Amended 2016 Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm
- Shareholder Votes
  ORION ENERGY SYSTEMS, INC. shareholders approved To conduct an advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers at the 2023-08-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: Proposal Three—Say-When-On-Pay : To conduct an advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm
- Shareholder Votes
  ORION ENERGY SYSTEMS, INC. shareholders approved Election of Directors: To elect one Class I director, Michael H. Jenkins, to serve until the Company’s 2026 Annual Meeting of Shareholders, and one Class II director, Heather L. Wishart-Smith, to serve until the Company’s 2024 Annual Meeting of Shareholders at the 2023-08-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: Proposal One—Election of Directors: To elect one Class I director, Michael H. Jenkins, to serve until the Company’s 2026 Annual Meeting of Shareholders, and one Class II director, Heather L. Wishart-Smith, to serve until the Company’s 2024 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000095017023041718/0000950170-23-041718-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.