Orion Energy Systems (NASDAQ: OESX) holders back 2016 incentive plan changes
Rhea-AI Filing Summary
Orion Energy Systems, Inc. held its 2026 Annual Meeting on August 6, 2026. Shareholders approved an amended and restated 2016 Omnibus Incentive Plan, increasing common shares available for issuance from 600,000 to 900,000, an increase of 300,000, and extending the plan term to the tenth anniversary of the 2026 meeting. The amendment also sets an annual limit of $500,000 in combined director awards and cash fees.
As of the June 10, 2026 record date, 4,056,568 shares were outstanding and entitled to vote, with approximately 70% represented. Shareholders elected Richard A. Shapiro and Heather L. Wishart-Smith as Class I directors, approved say-on-pay and the Amended 2016 Plan, and ratified BDO USA, P.C. as independent auditor for fiscal 2027, each by the stated majorities of votes cast.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares under Amended 2016 Plan: 900,000 shares
Increase in plan share pool: 300,000 shares
Shares outstanding and entitled to vote: 4,056,568 shares
+3 more
6 metrics
Shares under Amended 2016 Plan
900,000 shares
Common stock available for issuance under the Amended 2016 Omnibus Incentive Plan
Increase in plan share pool
300,000 shares
Incremental shares added to the 2016 Omnibus Incentive Plan
Shares outstanding and entitled to vote
4,056,568 shares
Common stock outstanding and entitled to vote as of June 10, 2026 record date
Meeting participation
Approximately 70%
Portion of outstanding and entitled common shares represented at the 2026 Annual Meeting
Votes for Amended 2016 Plan
1,400,999 votes
Votes cast in favor of the Amended 2016 Omnibus Incentive Plan
Votes for auditor ratification
2,839,473 votes
Votes in favor of ratifying BDO USA, P.C. as auditor for fiscal 2027
Key Terms
Omnibus Incentive Plan, broker non-votes, Say-On-Pay, independent registered public accounting firm
4 terms
Omnibus Incentive Plan financial
"Approval of the Amended and Restated Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
broker non-votes regulatory
"Name | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say-On-Pay regulatory
"Proposal Two-Say-On-Pay: To conduct an advisory vote to approve the compensation"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm regulatory
"to serve as the Company’s independent registered public accounting firm for its 2027 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Which directors were elected at Orion Energy Systems (OESX) 2026 Annual Meeting and for what term?
Shareholders elected Richard A. Shapiro and Heather L. Wishart-Smith as Class I directors. Each will serve until Orion Energy Systems’ 2029 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.
What were the voting results on the Amended 2016 Plan for Orion Energy Systems (OESX)?
The Amended 2016 Plan received 1,400,999 votes for, 301,419 against and 40,770 abstentions, plus 1,128,860 broker non-votes. Orion Energy Systems reports that this outcome approved the plan by over 82% of the votes cast.