Additional Proxy Soliciting Materials (definitive) (defa14a)
June 21 2019 - 6:08AM
Edgar (US Regulatory)
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 ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §
240.14a-12
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Orion Energy Systems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(4)
and
0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on August 7, 2019.
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ORION ENERGY SYSTEMS, INC.
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Meeting
Information
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Meeting Type:
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Annual Meeting
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ORION ENERGY SYSTEMS, INC.
2210 WOODLAND DRIVE
MANITOWOC, WI 54220
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For holders as of:
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June 11, 2019
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Date:
August 7, 2019
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Time:
1:00 PM Local Time
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Location:
U.S. Bank Center - 40th Floor
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777 East Wisconsin
Avenue
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Milwaukee, WI 53202
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You are receiving this communication because you hold shares in the
company named above.
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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 at
www.proxyvote.com
or easily request a paper copy (see reverse
side).
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We encourage you to access and review all of the important
information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to
VIEW or RECEIVE:
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NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM
10-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 or
E-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)
BY
E-MAIL*
: sendmaterial@proxyvote.com
* If requesting materials by
e-mail,
please send a blank
e-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 24, 2019 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person
: Attendance at the meeting requires photo identification. Please review the
proxy statement for instructions on how to attend the meeting in person. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.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.
Vote By Mail
: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends you vote FOR the
following:
1. Election of
Directors
Nominees:
01) Alan B. Howe
02) Anthony L. Otten
03) 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 Companys named executive officers as
disclosed in the proxy statement.
3. Approval of the 2016 Orion Energy Systems, Inc. Omnibus Incentive Plan, as amended and restated.
4. Ratification of BDO USA, LLP to
serve as the Companys independent registered public accounting firm for fiscal year 2020.
5. 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 THREE DIRECTOR NOMINEES INDICATED ABOVE, FOR ITEM 2, FOR ITEM 3 AND FOR ITEM 4. 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.
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