UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| (NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Orion Energy Systems, Inc. (the “Company”) previously announced that, in connection with the appointment of Sally A. Washlow as the Company’s new Chief Executive Officer, effective as of April 14, 2025, the Company entered into an Executive Employment and Severance Agreement with Ms. Washlow (the “Employment Agreement”), which provided for the Company’s payment of a cash signing bonus to Ms. Washlow of $500,0000 payable on June 2, 2025, approximately $300,000 of which was required to be used by Ms. Washlow to purchase the Company’s Common Stock directly from the Company after the Company’s announcement of its fiscal 2025 financial results (the “Cash Signing Bonus”).
On May 29, 2025, due to the current financial condition of the Company, the board of directors of the Company (the “Board”) and Ms. Washlow mutually agreed to defer Ms. Washlow’s Cash Signing Bonus and related direct purchase of Common Stock for up to one year, with the timing of such Cash Signing Bonus and related direct purchase of Common Stock to be reviewed quarterly and mutually agreed upon by the Human Capital Management and Compensation Committee of the Board and Ms. Washlow.
***
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit 10.1 | Executive Employment and Severance Agreement, dated April 14, 2025, by and between Orion Energy Systems, Inc. and Sally A. Washlow, filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on April 14, 2025, is hereby incorporated by reference. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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.
| Date: June 3, 2025 | ORION ENERGY SYSTEMS, INC. | |||||
| By: | /s/ J. Per Brodin | |||||
| J. Per Brodin | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
3