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

Energy Focus, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") on September 17, 2020, at which the Company's stockholders approved the Energy Focus, Inc. 2020 Stock Incentive Plan (the "2020 Stock Incentive Plan"). The material features of the 2020 Stock Incentive Plan are described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on August 3, 2020 (the "Proxy Statement") in the section entitled " Proposal No. 2: 2020 Stock Incentive Plan Approval Proposal ," which is incorporated herein by reference. Such description is qualified in its entirety by reference to the

2 020 Stock Incentive Plan , which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No..       Description
              10.1   Energy Focus, Inc. 2020 Stock Incentive Plan
              10.2   Energy Focus, Inc. 2020 Stock Incentive     -     Plan     Form of
                     Restricted Stock Unit Award Agreement     for Employees
              10.3   Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Restricted Stock Unit
                   Award Agreement for Non-Employee Directors
              10.4   Energy Focus, Inc. 2020 Stock Incentive Plan     -     Form of
                     Nonqualified Stock Option Agreement for Employees
              10.5   Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Incentive Stock Option
                   Agreement

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