8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2010

ORION ENERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Wisconsin	01-33887	39-1847269
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2210 Woodland Drive, Manitowoc, WI	54220
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (920) 892-9340

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) On April 28, 2010, the Board of Directors (the “Board”) of Orion Energy Systems, Inc. (the “Company”) appointed Thomas N. Schueller as a Class III director of the Company with an initial term continuing until the 2010 annual meeting of shareholders. Mr. Schueller served as a member of senior management at various banks from 1984 until 2009, when he retired as Chief Credit Officer and Managing Director of Lake Shore Wisconsin Corporation, a commercial banking enterprise headquartered in Sheboygan, Wisconsin.

The Board has determined that Mr. Schueller is independent under the listing standards of the NYSE Amex LLC and has appointed him to the Audit and Finance Committee and the Nominating and Corporate Governance Committee of the Board.

As a non-employee director, Mr. Schueller will receive the compensation paid to all non-employee directors of the Company in accordance with the Company’s Non-Employee Director Compensation Plan.

There are no arrangements between Mr. Schueller and any other person pursuant to which Mr. Schueller was elected to serve as a director, nor are there any transactions in which the Company is a participant in which Mr. Schueller has a material interest.

The Company’s press release issued on May 4, 2010 announcing Mr. Schueller’s appointment to the Board is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being filed herewith:

(99.1) Press release dated May 4, 2010.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORION ENERGY SYSTEMS, INC.
Date: May 4, 2010	By:	/s/ Neal R. Verfuerth
		Neal R. Verfuerth Chairman and Chief Executive Officer

ORION ENERGY SYSTEMS, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

(99.1) Press release dated May 4, 2010.

EX-99.1

Exhibit 99.1

Orion Energy Systems names Thomas Schueller to board of directors

Banking industry veteran brings valuable expertise to position

MANITOWOC, Wis. — Tuesday, May 4, 2010 — Orion Energy Systems Inc. (NYSE Amex: OESX) announced today that Thomas Schueller has been appointed to the energy management company’s board of directors.

Schueller joins Tom Quadracci, Rollie Stephenson, Mark Williamson and Mike Altschaefl as an independent, outside director on Orion’s board.

Schueller is a retired banking veteran that has amassed nearly 40 years of experience at all levels of the industry — from commercial banking officer to president. Most recently, Schueller served as chief credit officer and managing director of Lake Shore Wisconsin Corporation, a commercial banking enterprise headquartered in Sheboygan, Wis.

Prior to his position at Lake Shore Wisconsin Corporation, Schueller served as president and senior loan review officer of Community Bank and Trust of Sheboygan from 1990 to 2007. From 1970 to 1989, Schueller served in a variety of positions, including senior vice president and regional senior lender for Citizens Bank and Trust in Sheboygan.

Schueller also is a past chairman of the board loan committee and executive loan committees at Community Bank and Trust, as well as a member of the bank’s trust committee.

In addition to his professional career, Schueller serves on the Rotary Foundation Board of Directors; is a past board member of the YMCA, past president of its men’s service club; and a past committee member of the Sheboygan Chamber of Commerce.

“Tom has already made his mark through his successful professional career and civic involvement and now brings his expertise to our board,” said Orion Energy Systems’ Chairman and CEO Neal Verfuerth. “His strong financial background will be an invaluable asset as we continue to gain traction with our financing program.”

Orion has deployed its energy management systems in 5,374 facilities across North America, including 123 of the Fortune 500 companies. Since 2001, Orion technology has displaced more than 504 megawatts, saving customers more than $782 million and reducing indirect carbon dioxide emissions by 6.7 million tons.

Orion Energy Systems Inc. (NYSE Amex: OESX) is a leading power technology enterprise that designs, manufactures and implements energy management systems, consisting primarily of high-performance, energy-efficient lighting platforms, intelligent wireless control systems and direct renewable solar technology for commercial and industrial customers without compromising their operations. For more information, visit www.oesx.com.

Media Contact
Linda Diedrich
Vice President Corporate Communications
(920) 482-1988
ljd@oes1.com

Investor Relations Contact
Scott Jensen
Chief Financial Officer
(920) 482-5454
sjensen@oriones.com