On October 24, 2012, Orion Energy Systems, Inc. (the "Company") held its 2012 annual meeting of shareholders. As of the August 31, 2012 record date for the determination of the shareholders entitled to notice of, and to vote at, the annual meeting, 20,745,456 shares of common stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 88% of all votes were represented at the annual meeting in person or by proxy. At the annual meeting, the Company's shareholders voted on the following proposals:

Proposal One: To elect three Class II directors, Mark C. Williamson, Michael W. Altschaefl and Tryg C. Jacobson, to the Company's Board of Directors for a three-year term to expire at the Company's 2015 annual meeting of shareholders. In accordance with the voting results listed below, the nominees were elected to serve until the 2015 annual meeting.

        Name                        For          Withheld        Broker Non-Votes
        Mark C. Williamson        5,406,267       4,825,111              7,974,367
        Michael W. Altschaefl     5,408,543       4,822,835              7,974,367
        Tryg C. Jacobson          7,336,882       2,894,496              7,974,367

Proposal Two: To conduct an advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's Definitive Proxy Statement. In accordance with the voting results listed below, the Company's executive compensation as disclosed in the Company's Definitive Proxy Statement has been approved.

For Against Abstain Broker Non-Votes 8,805,134 1,414,373 11,870 7,974,367

Proposal Three: To ratify BDO USA, LLP to serve as the Company's independent registered public accounting firm for fiscal year 2013. In accordance with the voting results listed below, BDO USA, LLP will serve as the independent registered certified public accountants for fiscal 2013.

For Against Abstain Broker Non-Votes 17,134,356 1,029,638 41,751 0