Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2023, Orion Energy Systems, Inc. (the "Company") announced that Charles McDulin resigned from the Company's board of directors (the "Board") on January 27, 2023. Mr. McDulin tendered his resignation from the Board in connection with his resignation from Kanen Wealth Management, LLC and its affiliates ("KWM"). Mr. McDulin's retirement from the Board is the result of his resignation from KWM, and did not arise or result from any disagreement with the Company on any matters relating to the Company's operations, policies or practices.

Mr. McDulin was appointed to the Board as part of that certain cooperation agreement, dated January 3, 2023, by and among Orion Energy Systems, Inc., KWM, David Kanen and Charles McDulin (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the Board's Nominating and Corporate Governance Committee is actively working with Kanen Wealth Management, LLC and David Kanen to identify, vet and mutually agree upon a suitable independent director replacement for Mr. McDulin.

The foregoing summary of the Cooperation Agreement is subject to, and qualified in its entirety by, the Cooperation Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Cooperation Agreement, dated January 3, 2023, by and among Orion

Energy Systems, Inc., Kanen Wealth Management, LLC, Philotimo Fund, LP
             and David Kanen and Charles McDulin (filed as Exhibit 10.1 to the
             Company's Current Report on Form 8-K filed on January 4, 2023 and
             incorporated by reference herein).

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL


             document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses