Form 8-K - Current report
01 März 2024 - 3:07PM
Edgar (US Regulatory)
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2024-02-28
2024-02-28
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2024-02-28
2024-02-28
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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 Act of 1934
Date
of Report (Date of earliest event reported): February 28, 2024
Ocean
Power Technologies, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-33417 |
|
22-2535818 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
28
Engelhard Drive,Suite B
Monroe
Township, New Jersey |
|
08831
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(609) 730-0400
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol (s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 Par Value |
|
OPTT |
|
NYSE
American |
Series
A Preferred Stock Purchase Rights |
|
N/A |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of Ocean Power Technologies, Inc. (the “Company”),
first called to order virtually on January 31, 2024 and adjourned due to the absence of a quorum without any business being conducted,
was reconvened virtually on February 28, 2024 at which time, following the determination that a quorum was present, the business of the
2023 Annual Meeting was conducted. The voting results reported herein are the final, certified
voting results for each proposal presented at the 2023 Annual Meeting, as reported by First Coast Results, Inc., the Inspector of Election
appointed for the 2023 Annual Meeting. At the 2023 Annual Meeting, the following five proposals were voted on by the stockholders
of the Company:
|
1) |
To
elect as directors the six individuals named as the nominees of the Company’s Board of Directors (the “Board”)
in the Company’s revised definitive 2023 Annual Meeting Proxy Statement to serve as directors until the Company’s 2024
Annual Meeting of Stockholders (the “2024 Annual Meeting”) or until his or her respective successor has been elected
and qualified, or until the director’s earlier death, resignation, or removal; |
|
|
|
|
2) |
To
approve an amendment to the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) to increase the number
of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), available for
grant under the 2015 Plan from 4,382,036 to 7,282,036 in order to ensure that adequate shares will be available under the 2015 Plan
for future grants and to amend the aggregate number of shares available for incentive awards; |
|
|
|
|
3) |
To
ratify, by a non-binding advisory vote, the adoption of the Company’s Section 382 Tax Benefits Preservation Plan, dated as
of June 29, 2023, by and between the Company and Computershare Trust Company, N.A., as Rights Agent; |
|
|
|
|
4) |
To
ratify, by a non-binding advisory vote, the ratification of the selection of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the fiscal year ending April 30, 2024; and |
|
|
|
|
5) |
To
approve, by a non-binding advisory vote, the compensation for the Company’s named executive officers. |
Proposal
1: Each of the six individuals named below under “Name of Company Nominee” was re-elected to the Board, to serve until
the 2024 Annual Meeting or until his or her respective successor has been elected and qualified, or until the director’s earlier
death, resignation, or removal. As to each of the Company’s nominees for director, the results of the voting were as follows:
Name of Company Nominee | |
Number of Votes
Voted For | | |
Number of
Votes
Withheld | | |
Number of
Broker
Non-Votes | |
Terence J. Cryan
| |
| 12,838,890 | | |
| 5,751,223 | | |
| 10,515,240 | |
Philipp Stratmann | |
| 13,739,243 | | |
| 4,850,340 | | |
| 10,515,770 | |
Clyde W. Hewlett | |
| 13,812,047 | | |
| 4,777,536 | | |
| 10,515,770 | |
Diana G. Purcell | |
| 15,011,114 | | |
| 3,558,713 | | |
| 10,535,526 | |
Peter E. Slaiby | |
| 13,798,954 | | |
| 4,790,629 | | |
| 10,515,770 | |
Natalie Lorenz-Anderson | |
| 15,305,056 | | |
| 3,264,771 | | |
| 10,535,526 | |
Proposal
2: The proposal to approve an amendment to the 2015 Plan to increase the number of shares of the Common Stock available for grant
under the 2015 Plan from 4,382,036 to 7,282,036 in order to ensure that adequate shares will be available under the 2015 Plan for future
grants and to amend the aggregate number of shares available for incentive awards was approved and the voting results were as follows:
Number of Votes
Voted For | | |
Number of Votes Voted
Against | | |
Number of Votes
Abstaining | | |
Number of Broker
Non-Votes | |
| 11,550,621 | | |
| 6,234,120 | | |
| 816,733 | | |
| 10,503,879 | |
Proposal
3: The proposal to ratify, by a non-binding advisory vote, the adoption of the Company’s Section 382 Tax Benefits Preservation
Plan, dated as of June 29, 2023, by and between the Company and Computershare Trust Company, N.A., as Rights Agent, was approved and
the voting results were as follows:
Number of Votes
Voted For | | |
Number of Votes Voted
Against | | |
Number of Votes
Abstaining | | |
Number of Broker
Non-Votes | |
| 12,732,224 | | |
| 4,606,344 | | |
| 1,262,905 | | |
| 10,503,880 | |
Proposal
4: The proposal to ratify, by a non-binding advisory vote, the selection of EisnerAmper LLP as the Company’s independent registered
public accounting firm for the fiscal year ending April 30, 2024 was approved and the voting results were as follows:
Number of Votes
Voted For | | |
Number of Votes
Voted Against | | |
Number of Votes
Abstaining | |
| 23,466,038 | | |
| 4,011,964 | | |
| 1,627,351 | |
Proposal
5: The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers was
approved and the voting results were as follows:
Number of Votes
Voted For | | |
Number of Votes
Voted Against | | |
Number of Votes
Abstaining | | |
Number of Broker
Non-Votes | |
| 11,641,066 | | |
| 5,815,478 | | |
| 1,145,830 | | |
| 10,502,979 | |
SIGNATURE
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.
Date:
March 1, 2024
|
|
OCEAN
POWER TECHNOLOGIES, INC. |
|
|
|
|
|
/s/
Philipp Stratmann |
|
|
Philipp
Stratmann |
|
|
President
and Chief Executive Officer |
v3.24.0.1
Cover
|
Feb. 28, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 28, 2024
|
Entity File Number |
001-33417
|
Entity Registrant Name |
Ocean
Power Technologies, Inc.
|
Entity Central Index Key |
0001378140
|
Entity Tax Identification Number |
22-2535818
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
28
Engelhard Drive,Suit
|
Entity Address, Address Line Two |
B
|
Entity Address, City or Town |
Monroe
Township
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
08831
|
City Area Code |
609
|
Local Phone Number |
730-0400
|
Written Communications |
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Entity Emerging Growth Company |
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|
Common Stock, $0.001 Par Value |
|
Title of 12(b) Security |
Common
Stock, $0.001 Par Value
|
Trading Symbol |
OPTT
|
Security Exchange Name |
NYSEAMER
|
Series A Preferred Stock Purchase Rights |
|
Title of 12(b) Security |
Series
A Preferred Stock Purchase Rights
|
Trading Symbol |
N/A
|
Security Exchange Name |
NYSEAMER
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