Orion Energy Systems (OESX) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Orion Energy Systems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise YourRight to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on August 6, 2020.

ORION ENERGY SYSTEMS, INC.	Meeting Information
	Meeting Type:	Annual Meeting
ORION ENERGY SYSTEMS, INC. 2210 WOODLAND DRIVE MANITOWOC, WI 54220	For holders as of:	June 10, 2020
	Date: August 6, 2020	Time: 1:00 PM Local Time
	Location:   Meeting live via the Internet-please visit
	www.virtualshareholdermeeting.com/OESX2020
	The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/OESX2020 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).

	You are receiving this communication because you hold shares in the company named above.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.com or easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT        ANNUAL REPORT ON FORM10-K

How to View Online:

Have the information that is printed in the box marked by the arrow(located on the following page) and visit:www.proxyvote.com.

How to Request and Receive a PAPER orE-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                               1)BY INTERNET:         www.proxyvote.com

                               2)BY TELEPHONE:    1-800-579-1639

                               3)BYE-MAIL*:             sendmaterial@proxyvote.com

*  If requesting materials bye-mail, please send a blanke-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 23, 2020 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet:     Before The Meeting:     Go towww.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.       During The Meeting:     Go towww.virtualshareholdermeeting.com/OESX2020. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.   Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.  

Voting Items

The Board of Directors recommends you vote FOR the following:

1.  Election of Directors

Nominees:

01)  Ellen B. Richstone

02)  Michael J. Potts

The Board of Directors recommends you vote FOR the following proposals:

2.  Advisory vote on the approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

3.  Ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2021.

4.  On such other matters that may properly come before the annual meeting in accordance with the best judgment of the persons named as proxies.

NOTE: THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE TWO DIRECTOR NOMINEES INDICATED ABOVE, FOR ITEM 2 AND FOR ITEM 3. IT WILL ALSO BE VOTED IN ACCORDANCE WITH BEST JUDGMENT OF THE PROXIES NAMED HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.