Orion Energy Systems (OESX) Proxy filing summary

Executive summary

• Fiscal 2026 exceeded revenue and adjusted EBITDA targets, with $86.3M in revenue and $2.2M adjusted EBITDA, and a net loss reduction to $3.2M from $11.8M in the prior year.

• Gross margins improved across all business segments, driven by pricing, cost reductions, and operational discipline.

• FY 2027 outlook projects $95–$97M in revenue and continued positive adjusted EBITDA, with growth initiatives in LED lighting, electrical contracting, and EV charging.

• The company maintains sufficient liquidity and working capital to fund operations and growth objectives.

Voting matters and shareholder proposals

• Shareholders will vote on: election of two Class I directors, advisory say-on-pay for executive compensation, ratification of BDO USA, P.C. as auditor, and approval of the amended 2016 Omnibus Incentive Plan.

• No shareholder proposals were submitted for this year’s meeting.

Board of directors and corporate governance

• The board consists of five directors in staggered three-year terms, with two Class I directors up for election.

• All directors attended at least 75% of meetings; four are independent under Nasdaq standards.

• Standing committees include audit and finance, compensation, and nominating and corporate governance, all with independent members.

• The board chair and CEO roles are separated to enhance oversight and leadership.

• The company has a Code of Conduct and insider trading policy, with annual reviews and disclosures.