{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-284552","form_type":"8-K","ticker":"OESX","cik":"0001409375","company_name":"ORION ENERGY SYSTEMS, INC.","filed_at":"2022-11-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:50.498614+00:00","generated_at":"2026-06-21T19:48:30.982270+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Director Williamson retires; board adds Jenkins and amends bylaws","bullets":["Director Mark C. Williamson retired Nov 10, 2022 after 13+ years; previously lead independent director.","Board size reduced to 5 after adding Michael H. Jenkins as new director on same date.","Williamson to receive $30k retirement benefit: $18k in stock plus $12k cash for taxes.","Bylaws amended to align with SEC universal proxy rules (Rule 14a-19) and clarify annual meeting procedures."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-284552","json":"https://secwatch.observer/filing/0001193125-22-284552.json","markdown":"https://secwatch.observer/filing/0001193125-22-284552.md","text":"https://secwatch.observer/filing/0001193125-22-284552.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/d391651d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T19:48:30.982270+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":"68fd7142e3","claim":"Michael H. Jenkins was appointed as Director at ORION ENERGY SYSTEMS, INC..","evidence_excerpt":"the Board size was just increased from five to six members to accommodate the addition of Michael H. Jenkins to the Board effective November 10, 2022","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9f2bc515c8","claim":"Mark C. Williamson retired as Director at ORION ENERGY SYSTEMS, INC..","evidence_excerpt":"On November 10, 2022, Mark C. Williamson, a long-standing non-employee director of the Board of Directors (the “Board”) of Orion Energy Systems, Inc. (the “Company”), informed the Board that he decided to voluntarily retire from his position as a director of the Company, effective as of the end of the day on November 10, 2022 (the “Retirement Date”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a2730ff7c14bfb311597625e0bcf7569efadfaac","claim":"ORION ENERGY SYSTEMS, INC.: Approved an amendment and restatement of the amended and restated by-laws to align with SEC's universal proxy requirements under Rule 14a-19 and clarify processes and procedures for annual meeting of shareholders (effective 2022-11-10).","evidence_excerpt":"On November 10, 2022, the Board of the Company approved an amendment and restatement of the amended and restated by-laws (as amended, the “By-laws”) of the Company to align the By-laws with SEC’s new requirements regarding universal proxies pursuant to Rule 14a-19 and provide clarity around the processes and procedures for the Company’s annual meeting of shareholders.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2022-11-10"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}