---
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"
generated_at: "2026-06-21T19:48:30.982270+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Director Williamson retires; board adds Jenkins and amends bylaws

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-284552
- JSON: https://secwatch.observer/filing/0001193125-22-284552.json
- Plain text: https://secwatch.observer/filing/0001193125-22-284552.txt

## Key facts
- Executive change
  Michael H. Jenkins was appointed as Director at ORION ENERGY SYSTEMS, INC..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm
- Executive change
  Mark C. Williamson retired as Director at ORION ENERGY SYSTEMS, INC..
  - Action: retired
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm
- Governance Changes
  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).
  - Change: bylaw amendment
  - Effective: 2022-11-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1409375/000119312522284552/0001193125-22-284552-index.htm

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