Orion Energy : 2021 Proxy Statement

June 21, 2021

Dear Fellow Shareholders:

Thank you for your investment in Orion and the confidence you have placed in our Board of Directors. We are excited to share with you the significant progress we have made in fiscal 2021, which we believe represents not only an endorsement of the values, expertise, product quality, and customer commitment of the entire Orion organization, but also a confirmation of our customers' satisfaction with our solutions and service. Some of our highlights from fiscal 2021 include:

Positive Net Income. In fiscal 2021, we achieved our goal of generating positive net income with a net income of $26.1 million, $20.9 million of which was a non-cash tax benefit for the release of valuation allow- ances.

Strong Revenue. In fiscal 2021, our efforts to win new work were successful as we exceeded our goal of $100 million in revenues, achieving $116.8 million in fiscal 2021 despite the effects of the COVID-19 pandemic

Stock Appreciation. Our stock price increased by 94% from $3.70 per share on March 31, 2020 to $7.17 on April 1, 2021 and our market capitalization increased by 97% from approximately $112.0 million to approximately $220.5 million.

Gross Profit. Our gross profit percentage increased 120 basis points to 25.8% in fiscal 2021 from 24.6% in fiscal 2020, as we were able to improve our product margins and manage supply chain and input costs.

We are proud of the accomplishments we were able to deliver to our shareholders in fiscal 2021 and cordially invite you to attend our 2021 Annual Meeting of Shareholders, which will be held online at www.virtualshareholdermeeting.com/OESX2021 on Thursday, August 5, 2021, at 1:00 p.m., Central Time. A replay of our Annual Meeting of Shareholders will also be available on our website during the month of August. We hope that you will be able to attend our annual meeting online to hear about exciting progress on the horizon at Orion.

Sincerely,

Michael W. Altschaefl

Chief Executive Officer and Board Chair

Orion Energy Systems, Inc.

2210 Woodland Drive

Manitowoc, Wisconsin 54220

[phone]

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Orion Energy Systems, Inc.:

Our 2021 Annual Meeting of Shareholders will be held on Thursday, August 5, 2021, at 1:00 p.m., Central Time, online at www.virtualshareholdermeeting.com/OESX2021. You will be able to listen to the annual meeting live, submit questions and vote online. A replay of the annual meeting will be available on our website during the month of August.

At the annual meeting, as we describe in the accompanying proxy statement, we will ask you to vote on the following matters:

1. the election of two nominees named in the attached proxy statement as Class II directors to serve for a term expiring at the 2024 annual meeting of shareholders and one nominee named in the attached proxy statement as a Class I director to serve for a term expiring at the 2023 annual meeting of shareholders, and, in each case, until their successors have been duly elected and qualified;
2. an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement;
3. the ratification of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 2022; and
4. such other business as may properly come before the annual meeting, or any adjournment or postponement
   thereof.

You are entitled to vote at the annual meeting only if you were a shareholder of record at the close of business on June 9, 2021. A proxy statement and proxy card are enclosed.

In order to provide our shareholders a more convenient, cost-effective method of attending, and, in light of the continuing impact of the coronavirus (COVID-19) pandemic, to provide our shareholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our shareholders, we have elected to hold our annual meeting via remote communication. You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/OESX2021. You are entitled to participate in and submit questions in writing during the annual meeting if you were a shareholder as of the close of business on June 9, 2021. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/OESX2021, you will need the 16-digit control number included on your notice, your proxy card or the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 1:00 p.m., Central Time. Online check-in will begin at 12:45 p.m., Central Time. Please allow ample time for the online check-in procedures. If you have difficulty accessing the virtual annual meeting, please call the technical support number that will be posted on the virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.

Whether or not you expect to attend the annual meeting, it is important that you promptly complete, sign, date and submit your proxy card via internet, telephone or mail in accordance with its instructions so that you may vote your shares. If you hold your shares in a brokerage account, you should be aware that, if you do not instruct your broker how to vote, your broker will not be permitted to vote your shares for the election of directors or on the advisory vote to approve the compensation of our named executive officers. Therefore, you must affirmatively take action to vote your shares at our annual meeting. If you do not, your shares will not be voted on these items.

By order of the Board of Directors:

Michael W. Altschaefl

Chief Executive Officer and Board Chair

Manitowoc, Wisconsin

June 21, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on August 5, 2021. Our proxy statement for our 2021 Annual Meeting of Shareholders and our 2021 Annual Report to Shareholders are available at www.proxyvote.com.

Our Annual Report on Form 10-K is enclosed with this notice and proxy statement for shareholders who have elected to receive paper copies of our proxy materials.

PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

To be Held August 5, 2021

We are providing these proxy materials to you because our board of directors is soliciting proxies for use at our 2021 Annual Meeting of Shareholders to be held online on Thursday, August 5, 2021, at 1:00 p.m., Central Time, and at any adjournment or postponement thereof (which we refer to collectively as our "annual meeting"), for the purposes set forth in the attached Notice of 2021 Annual Meeting of Shareholders and as described herein. We either (i) mailed you a notice of internet availability of our proxy materials on or before June 21, 2021 notifying each shareholder entitled to vote at the annual meeting how to vote and how to electronically access a copy of this proxy statement and form or proxy or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format.

In order to provide our shareholders a more convenient, cost-effective method of attending, and, in light of the ongoing impact of the coronavirus (COVID-19) pandemic, to provide our shareholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our shareholders, we have elected to hold our annual meeting via remote communication. You may attend the virtual annual meeting and vote your shares during the meeting by visiting our annual meeting website at www.virtualshareholdermeeting.com/OESX2021. A replay will be available on our website during the month of August. You are entitled to participate in the annual meeting if you were a shareholder as of the close of business on June 9, 2021. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/OESX2021, you will need the 16-digit control number included on your notice, your proxy card or the instructions that accom-

panied your proxy materials. The annual meeting will begin promptly	at 1:00 p.m., Central Time.
Online	check-in	will begin at 12:45 p.m., Central Time. Please	allow ample time for the
online	check-in	procedures. If you have difficulty accessing the virtual	annual meeting, please call

the technical support number that will be posted on the virtual annual meeting log in page for assistance. We will have personnel available to assist you. If you hold shares through a bank, broker or other nominee, you will need to contact such bank, broker or other nominee for assistance with your 16-digit control number.

This year's shareholder question and answer session will include questions submitted in advance of, and questions submitted live during, the annual meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/OESX2021. We expect to respond to questions during the annual meeting, and may also respond to questions on an individual basis or by posting answers on our investor relations website after the meeting.

Consistent with prior years, we are using the "notice and access" system adopted by the SEC relating to the delivery of our proxy materials over the internet. The SEC's notice and access rules allow us to deliver our proxy materials to our shareholders by posting the materials on an internet website, notifying shareholders of the availability of our proxy materials on the internet and sending paper copies of our proxy materials upon shareholder request. We believe that the notice and access rules allow us to use internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of our proxy materials. The notice and access rules also lower our cost of printing and delivering our proxy materials and minimize the environmental impact of printing paper copies.

As a result, we mailed to many of our shareholders a notice of internet availability of our proxy materials instead of a paper copy of our proxy materials. Shareholders who received the notice will have the ability to access our proxy materials over the internet and to request a paper copy of our proxy materials by mail, by e-mail or by telephone. Instructions on how to access our proxy materials over the internet or to request a paper copy

1

may be found on the notice. In addition, the notice contains instructions on how shareholders may request our proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The notice of internet availability of our proxy materials also serves as a notice of meeting.

Execution of a proxy will not affect your right to attend and vote at the annual meeting virtually, nor will your presence revoke a previously submitted proxy. You may revoke a previously submitted proxy at any time before the annual meeting by giving written notice of your intention to revoke the proxy to our board secretary or by attending the annual meeting virtually and voting at the annual meeting online. Unless revoked, the shares represented by proxies received by our board of directors will be voted at the annual meeting in accordance with the instructions thereon. If no instructions are specified on a proxy, the votes represented thereby will be voted:

1. for the board's three director nominees set forth below; (2) for the advisory vote to approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the executive compensation tables set forth below in this proxy statement; (3) for the ratification of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 2022; and (4) on such other matters that may properly come before the annual meeting in accordance with the best judgment of the persons named as proxies. Our board of directors has designated Michael W. Altschaefl and J. Per Brodin, and each or either of them, as proxies to vote the shares of our common stock solicited on its behalf.

IMPORTANT: If you hold your shares in a brokerage account, you should be aware that, if you do not instruct your broker how to vote, your broker will not be permitted to vote your shares for the election of directors or the advisory vote to approve the compensation of our named executive officers. Therefore, you must affirmatively take action to vote your shares at our annual meeting. If you do not, your shares will not be voted on these items.

The three nominees receiving the highest vote totals of the eligible shares of our common stock, no par value per share ("Common Stock"), will be elected as our directors. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. The advisory vote to approve the compensation of our named executive officers and the appointment of BDO USA, LLP to serve as our independent registered public accounting firm for our fiscal year 2022 will be approved if the votes cast in favor of approval exceed the votes cast against approval. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum but will be disregarded in the calculation of votes cast.

Only holders of record of shares of our Common Stock as of the close of business on June 9, 2021 (the "Record Date") are entitled to vote at the annual meeting. As of the Record Date, we had 30,998,205 shares of Common Stock outstanding and entitled to vote. The record holder of each share of Common Stock outstanding on the Record Date is entitled to one vote per share on each matter submitted for shareholder consideration at the annual meeting. In order for us to validly transact business at the annual meeting, we must have a quorum pres- ent. A majority of the votes of the shares of Common Stock entitled to be cast, or shares representing at least 15,499,103 votes, will represent a quorum for the purposes of the annual meeting.

WE INTEND TO BEGIN MAKING THIS PROXY STATEMENT AND THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AVAILABLE TO SHAREHOLDERS ON OR ABOUT JUNE 21, 2021.

2

RETIRING DIRECTOR TRIBUTE

We would like to formally extend our gratitude to a member of our board of directors, Michael J. Potts, who is retiring at the annual meeting, for his many years of service and contributions to our company, our board and our shareholders. We extend to Mr. Potts our sincere appreciation for his valued service, guidance, advice and dedication to our company and wish him the best in his future endeavors.

Michael J. Potts

20 Years of Service as a Director

Former President and Chief Operating Officer (2010-2017)

Former Chief Risk Officer (2017)

3