UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on March 7, 2023, the Board of Directors (the “Board”) of Orion Energy Systems, Inc. (the “Company”) appointed Richard A. Shapiro to the Board. Mr. Shapiro will serve as a Class II director with a scheduled regular term expiring at the Company’s 2024 annual meeting of shareholders. Mr. Shapiro’s appointment to the Board was made pursuant to the Company’s prior cooperation agreement (the “Cooperation Agreement”) with Kanen Wealth Management, LLC and certain of its affiliates (collectively, “Kanen”). Kanen beneficially owns approximately 5.2% of the Company’s outstanding common stock.
In accordance with the Cooperation Agreement, Mr. Shapiro has delivered to the Company an irrevocable advance resignation letter, tendering his resignation from the Board upon the occurrence of certain events specified in such resignation letter (which resignation may be accepted by the Board in its sole discretion), and a written acknowledgement of foregoing $25,000 in cash compensation from the Company for his first year serving as an independent director of the Company. Other than Mr. Shapiro’s foregoing of $25,000 in cash director compensation, he will otherwise receive compensation for his service as a director in the same manner as the Board’s other independent directors. Other than the Cooperation Agreement, there is no arrangement or understanding between Mr. Shapiro and any other person pursuant to which Mr. Shapiro was elected as a director. Mr. Shapiro was determined by the Board to be independent under the applicable rules of Nasdaq and the rules and regulations of the U.S. Securities and Exchange Commission.
The Company is not aware of any transactions, proposed transactions or series of either to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Shapiro had, or will have, a direct or indirect material interest.
The foregoing description of pertinent terms of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, a copy of which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 4, 2023, which is incorporated herein by reference.
Item 8.01. | Other Events. |
On March 9, 2023, the Company issued a press release announcing the appointment of Mr. Shapiro to the Board, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01(d). | Financial Statements and Exhibits. |
Exhibit 10.1 | Cooperation Agreement, dated January 3, 2023, by and among Orion Energy Systems, Inc., Kanen Wealth Management, LLC, Philotimo Fund, LP and David Kanen and Charles McDulin (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2023). | |
Exhibit 99.1 | Press Release, dated March 9, 2023. | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 9, 2023 | By: | /s/ J. Per Brodin | ||||
J. Per Brodin | ||||||
Chief Financial Officer |