Item 8.01. Other Events.
At its annual meeting held on October 28, 2009, the Board of Directors (the
"Board") of Orion Energy Systems, Inc. (the "Company") took the following
actions, which were effective immediately:
Appointment of Chairman of the Board
The Board appointed Neal R. Verfuerth, the Company's current Chief Executive
Officer and a current director of the Company, as Chairman of the Board,
succeeding Thomas A. Quadracci in that position. Mr. Quadracci remains a
director of the Company. Mr. Verfuerth will receive no additional compensation
for serving as Chairman.
Appointment of Lead Independent Director
The Board appointed Mark C. Williamson, currently an independent director of
the Company, to the newly-created position of Lead Independent Director.
Mr. Williamson will receive no additional compensation for serving as Lead
Independent Director.
Assignment of Committee Memberships
The Board made assignments to its standing committees, following which the
composition of the committees was as follows:
Audit and Finance Committee
• Michael W. Altschaefl (chair)
• Mr. Quadracci
• Mr. Williamson
Compensation Committee
• Mr. Williamson (chair)
• Mr. Quadracci
• Roland G. Stephenson
Nominating and Corporate Governance Committee
• Mr. Quadracci (chair)
• Mr. Altschaefl
• Mr. Stephenson