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): January 13, 2023
Ocean
Power Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33417 | 22-2535818 | ||
(State
or other jurisdiction |
(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 |
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 annual meeting of the stockholders of the Company for the year ended April 30, 2022 (the “Annual Meeting”) was held on January 13, 2023.
At the Annual Meeting, the following proposals were voted on by the stockholders of the Company.
| 1) | To elect six persons to the Company’s Board of Directors (the “Board”); | |
| 2) | To approve an amendment to the 2015 Omnibus Incentive Plan (the “2015 Plan”) to increase the number of shares of the Company’s common stock available for grant under the 2015 Plan from 3,132,036 to 4,382,036 in order to ensure that adequate shares will be available under the 2015 Plan for future grants and to make certain other amendments to the 2015 Plan regarding award threshold limits; | |
| 3) | To consider and take action on the ratification of the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for fiscal year 2023; | |
| 4) | To vote on an advisory resolution to approve the Company’s executive officer compensation; and | |
| 5) | To vote on an advisory resolution to approve the frequency of future advisory votes on our executive compensation. |
Six directors were elected for terms expiring on the date of the annual meeting for the year ended April 30, 2023. As to each nominee for director, the results of the voting were as follows:
| Name of Nominee | Number of Votes Voted For | Number of Votes Withheld | Number of Broker Non-Votes | |||||||||
| Terence J. Cryan | 16,072,359 | 2,258,616 | 9,765,491 | |||||||||
| Philipp Stratmann | 16,725,159 | 1,605,816 | 9,765,491 | |||||||||
| Clyde W. Hewlett | 16,637,352 | 1,693,623 | 9,765,491 | |||||||||
| Diana G. Purcell | 16,403,362 | 1,927,613 | 9,765,491 | |||||||||
| Peter E. Slaiby | 16,578,538 | 1,752,437 | 9,765,491 | |||||||||
| Natalie Lorenz-Anderson | 16,555,066 | 1,775,909 | 9,765,491 | |||||||||
The result of the vote 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 3,132,036 to 4,382,036 in order to ensure that adequate shares will be available under the 2015 Plan for future grants and to make certain other amendments to the 2015 Plan regarding award threshold limits was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||||||||
| 12,955,071 | 4,355,471 | 1,020,433 | 9,765,491 | |||||||||
The result of the vote to ratify the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||||||||
| 25,919,610 | 859,998 | 1,316,858 | - | |||||||||
The result of the vote on the advisory resolution to approve the Company’s executive officer compensation was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||||||||
| 12,874,650 | 3,948,633 | 1,507,691 | 9,765,491 | |||||||||
The result of the vote on the advisory resolution on the frequency of future advisory votes on our executive compensation was as follows:
| One year | Two years | Three years | Number of Votes Abstaining | Number of Broker Non-Votes | ||||||||||||
| 14,833,483 | 957,477 | 1,530,386 | 1,009,628 | 9,765,491 | ||||||||||||
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: January 17, 2023
| OCEAN POWER TECHNOLOGIES, INC. | |
| /s/ Philipp Stratmann | |
| Philipp Stratmann | |
| President and Chief Executive Officer |