NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Orion Energy Systems, Inc.:
Our 2021 Annual Meeting of Shareholders will be held on Thursday, August 5, 2021, at 1:00 p.m., Central Time, online at www.virtualshareholdermeeting.com/OESX2021. You will be able to listen to the
annual meeting live, submit questions and vote online. A replay of the annual meeting will be available on our website during the month of August.
At the annual meeting, as we describe in the accompanying proxy statement, we will ask you to vote on the following matters:
1. the election of two nominees named in the attached proxy statement as Class II directors to serve for a term
expiring at the 2024 annual meeting of shareholders and one nominee named in the attached proxy statement as a Class I director to serve for a term expiring at the 2023 annual meeting of shareholders, and, in each case, until their successors
have been duly elected and qualified;
2. an advisory vote to approve the compensation of our named
executive officers as disclosed in the accompanying proxy statement;
3. the ratification of BDO USA, LLP to
serve as our independent registered public accounting firm for our fiscal year 2022; and
4. such other
business as may properly come before the annual meeting, or any adjournment or postponement thereof.
You are entitled to vote
at the annual meeting only if you were a shareholder of record at the close of business on June 9, 2021. A proxy statement and proxy card are enclosed.
In order to provide our shareholders a more convenient, cost-effective method of attending, and, in light of the continuing impact of the coronavirus (COVID-19)
pandemic, to provide our shareholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our shareholders, we have elected to hold our annual meeting via remote communication. You may attend the
virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/OESX2021. You are entitled to participate in and submit questions in writing during the annual meeting if you
were a shareholder as of the close of business on June 9, 2021. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/OESX2021, you will need the 16-digit control number included on
your notice, your proxy card or the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 1:00 p.m., Central Time. Online check-in will begin at 12:45 p.m., Central
Time. Please allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call the technical support number that will be posted on the
virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.
Whether or not you expect to attend the annual meeting, it is
important that you promptly complete, sign, date and submit your proxy card via internet, telephone or mail in accordance with its instructions so that you may vote your shares. If you hold your shares in a brokerage account, you should be aware
that, if you do not instruct your broker how to vote, your broker will not be permitted to vote your shares for the election of directors or on the advisory vote to approve the compensation of our named executive officers. Therefore, you must
affirmatively take action to vote your shares at our annual meeting. If you do not, your shares will not be voted on these items.
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By order of the Board of Directors:
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Michael W. Altschaefl
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Chief Executive Officer and Board Chair
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Manitowoc, Wisconsin
June 21, 2021
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting To Be Held on August 5, 2021. Our proxy statement for our 2021 Annual Meeting of Shareholders and our 2021 Annual Report to Shareholders are available at www.proxyvote.com.
Our Annual Report on Form 10-K is enclosed with this notice and proxy statement for shareholders
who have elected to receive paper copies of our proxy materials.