[8-K] Orion Energy Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

Orion Energy Systems (OESX) disclosed results of its 7 Aug 2025 Annual Meeting, with about 74% of the 33.7 M outstanding shares represented.

• Board seats: Incumbent Class III directors Anthony L. Otten and Sally A. Washlow were re-elected through 2028, each receiving >90% of votes cast.
• Say-on-Pay: 92.28% of votes approved 2025 executive compensation.
• Auditor: BDO USA, P.C. was ratified for FY-2026 with 98.8% support (24.6 M For vs. 0.3 M Against).
• Reverse stock split: Shareholders authorized the board to execute a 1-for-2 to 1-for-100 reverse split at its discretion; 91.42% voted For.
• CEO incentive: A special option for up to 500,000 shares for the new CEO passed with 91.86% support.

The filing contains no operating or financial performance data, but the approved reverse split and sizeable equity grant could materially affect share count, price dynamics and future dilution. Investors should watch board timing on any split, Nasdaq compliance status, and subsequent option issuances.

Positive

• Over 90% shareholder support across all proposals indicates investor confidence in current management and strategy.
• Reverse split authorization provides flexibility to regain Nasdaq compliance and potentially broaden institutional ownership.

Negative

• Reverse stock split up to 1-for-100 signals share-price weakness and could reduce liquidity.
• 500,000-share CEO option grant may introduce future dilution, material for a micro-cap like OESX.

Insights

Corporate Governance Analyst

TL;DR: Strong shareholder support, but reverse split authority and large CEO option add dilution and governance risk—overall neutral impact.

Nearly all proposals passed with >90% support, signalling investor confidence in current leadership and strategy. Routine items—director elections, auditor ratification and Say-on-Pay—pose little controversy. The critical item is the wide-range reverse split authorization (1-for-2 to 1-for-100). While it gives flexibility to restore Nasdaq compliance, such a large potential ratio suggests the share price is, or could become, deeply discounted. If executed toward the higher end, liquidity may fall and volatility rise. The 500,000-share CEO option grant is meaningful relative to OESX’s float and could be dilutive once exercised, although alignment incentives exist. Because no financial guidance or operational update accompanied the filing, immediate valuation effects are modest, but capital-structure implications warrant monitoring.

Small-Cap Equity Analyst

TL;DR: Reverse split approval hints at listing-price pressure; long-term upside depends on execution post-split—risk-tilted slightly negative.

Reverse splits often precede or follow sustained price weakness; the board now holds authority to shrink shares by up to 99%. Such an action can preserve Nasdaq listing and attract institutions barred from sub-$1 names, yet historic data show many small caps underperform after large splits unless paired with strong fundamentals. The 91.9% approval of a 500k-share CEO option (≈1.5% of current float) increases potential dilution. Absent revenue or margin data, investors should treat this 8-K as a structural, not earnings, event. I see limited near-term catalyst here and would await clarity on split timing, ratio, and any accompanying strategic update.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin		01-33887		39-1847269
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2210 Woodland Drive, Manitowoc, Wisconsin		54220
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (920) 892-9340

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, no par value		OESX		The Nasdaq Stock Market LLC (NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 7, 2025, Orion Energy Systems, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). As of the June 20, 2025 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting, 33,688,163 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 74% of all votes were represented at the 2025 Annual Meeting in person or by proxy. At the 2025 Annual Meeting, the Company’s shareholders voted on the following proposals:

Proposal One-Election of Directors: To elect two Class III directors, Anthony L. Otten and Sally A. Washlow, to serve until the Company’s 2028 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified. In accordance with the voting results listed below, each of the nominees were elected as directors by over 90% of the votes cast.

Name		For				Withheld				Broker Non-Votes
Anthony L. Otten			14,394,500				1,439,789				9,092,001
Sally A. Washlow			14,447,920				1,386,369				9,092,001

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. In accordance with the voting results listed below, the Company’s executive compensation as disclosed in the Definitive Proxy Statement has been approved by 92.28% of the votes cast.

For		Against		Abstain		Broker Non-Votes
14,410,104		1,204,599		219,586		9,092,001

Proposal Three-Ratification of Independent Public Accountant: To ratify BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for its 2026 fiscal year. In accordance with the voting results listed below, BDO USA, P.C. was ratified by over 98% of the votes cast and BDO USA, P.C. will serve as the independent registered certified public accountants for the Company’s fiscal 2026.

For		Against		Abstain		Broker Non-Votes
24,610,500		278,121		37,669		0

Proposal Four-Reverse Stock Split Proposal: To approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding common stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-100, with the final ratio and exact timing to be determined by the board of directors in its discretion, subject to the authority of the board of directors to abandon such amendment. In accordance with the voting results listed below, the reverse stock split has been approved by 91.42% of the votes cast

For		Against		Abstain		Broker Non-Votes
22,611,872		2,120,679		193,739		0

Proposal Five-Stock Option Grant Proposal: To approve the grant of a special stock option to purchase up to 500,000 shares of the Company’s common stock to its new chief executive officer . In accordance with the voting results listed below, the grant of a special stock option has been approved by 91.86% of the votes cast

For		Against		Abstain		Broker Non-Votes
14,334,695		1,269,610		229,984		9,092,001

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ORION ENERGY SYSTEMS, INC.
Date: August 8, 2025				By:		/s/ J. Per Brodin
						J. Per Brodin
						Chief Financial Officer

FAQ

What reverse stock split ratio did OESX shareholders approve?

Shareholders authorized a reverse split in any whole ratio from 1-for-2 to 1-for-100, at the board’s discretion.

Why did Orion Energy Systems seek reverse split authority?

The filing does not state a reason, but such authority typically helps maintain Nasdaq listing compliance and raise the per-share price.

How did shareholders vote on executive compensation at OESX?

The Say-on-Pay proposal passed with 92.28% For, 7.72% Against/Abstain.

Was the independent auditor for FY-2026 ratified?

Yes, BDO USA, P.C. was ratified with 98.8% of votes in favor.

What percentage of outstanding shares were represented at the 2025 Annual Meeting?

Approximately 74% of the 33.7 million shares outstanding voted in person or by proxy.

How large is the special stock option granted to the new CEO?

Shareholders approved an option to purchase up to 500,000 common shares.