0000897069-23-001190.txt : 20230815 0000897069-23-001190.hdr.sgml : 20230815 20230815174946 ACCESSION NUMBER: 0000897069-23-001190 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230810 FILED AS OF DATE: 20230815 DATE AS OF CHANGE: 20230815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wishart-Smith Heather L CENTRAL INDEX KEY: 0001983131 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33887 FILM NUMBER: 231175967 MAIL ADDRESS: STREET 1: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ENERGY SYSTEMS, INC. CENTRAL INDEX KEY: 0001409375 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 391847269 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 BUSINESS PHONE: 800-660-9340 MAIL ADDRESS: STREET 1: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 3 1 form3.xml X0206 3 2023-08-10 1 0001409375 ORION ENERGY SYSTEMS, INC. OESX 0001983131 Wishart-Smith Heather L 2210 WOODLAND DRIVE MANITOWOC WI 54220 true s/ Steven R. Barth, Attorney-in-Fact for Heather L. Wishart-Smith 2023-08-15 EX-24 2 poa.htm

POWER OF ATTORNEY

The undersigned as a Section 16 reporting person of Orion Energy Systems, Inc. (the “Company”), hereby constitutes and appoints Michael H. Jenkins, Steven R. Barth and Garrett F. Bishop, and any of their substitutes, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute, deliver and file for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;

(3)
seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned further acknowledges and agrees that the attorney-in-fact and the Company are relying on written and oral information provided by the undersigned to complete such forms and the undersigned is responsible for reviewing the completed forms prior to their filing. The attorney-in-fact and the Company are not responsible for any errors or omissions in such filings. The attorney-in-fact and the Company are not responsible for determining whether or not the transactions reported could be matched with any other transactions for the purpose of determining liability for short- swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this June 23, 2023.


                                                                                                                 /s/ Heather L. Wishart-Smith
Name: Heather L. Wishart-Smith















































[Signature Page to Section 16 Power of Attorney]