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

On November 27, 2012, Orion Energy Systems, Inc. (the "Company") received correspondence from Neal R. Verfuerth in which Mr. Verfuerth resigned from the Company's Board of Directors effective immediately as a result of an alleged disagreement with the Company. Mr. Verfuerth was not serving on any committees of the Board of Directors at the time of his resignation. The Company believes that Mr. Verfuerth's alleged disagreement relates to the Board of Directors' appointment of John H. Scribante as the Company's new Chief Executive Officer on September 27, 2012 in replacement of Mr. Verfuerth, and/or the Board of Directors' subsequent termination of Mr. Verfuerth's employment as Chairman Emeritus/Founder for cause on November 9, 2012. A copy of Mr. Verfuerth's letter of resignation and further correspondence is attached hereto as Exhibit 17.

Item 9.01(d). Financial Statements and Exhibits.

Exhibit 17 Correspondence from Neal R. Verfuerth dated November 27, 2012 and November 29, 2012

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