| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Amended and Restated 2016 Omnibus Incentive Plan
At the Company’s 2019 Annual Meeting of Shareholders held on August 7, 2019 (the “2019 Annual Meeting”), the Company’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016 Plan increased the number of shares of the Company’s common stock available for issuance under the Amended 2016 Plan from 1,7500,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards.
Except as previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 21, 2019 (the “Definitive Proxy Statement”), the Company cannot currently determine the benefits, if any, to be paid under the Amended 2016 Plan in the future to the Company’s officers, including the Company’s named executive officers.
The Amended 2016 Plan is described in the Definitive Proxy Statement. The description of the Amended 2016 Plan set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2016 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated by reference herein.
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| Item 5.07(a), (b) and (d) | | Submission of Matters to a Vote of Security Holders. |
On August 7, 2019, the Company held its 2019 Annual Meeting. As of the June 11, 2019 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2019 Annual Meeting, 29,925,704 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 88% of all votes were represented at the 2019 Annual Meeting in person or by proxy. At the 2019 Annual Meeting, the Company’s shareholders voted on the following proposals:
Proposal One—Election of Directors: To elect two Class III directors, Alan B. Howe and Anthony L. Otten, to serve until the Company’s 2022 Annual Meeting of Shareholders, and to elect one Class I director, Michael J. Potts, to serve until the Company’s 2020 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified. In accordance with the voting results listed below, Messrs. Howe, Otten and Potts were elected as directors by over 87% of the votes cast.
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Name | | For | | | Withheld | | | Broker Non-Votes | |
Alan B. Howe | | | 15,497,595 | | | | 180,013 | | | | 10,750,462 | |
Anthony L. Otten | | | 13,811,342 | | | | 1,866,266 | | | | 10,750,462 | |
Michael J. Potts | | | 13,723,434 | | | | 1,954,174 | | | | 10,750,462 | |
ProposalTwo—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 approximately 98% of the votes cast.
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