OPTT 8-K
Ocean Power Technologies, Inc. (OPTT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On January 27, 2026, the Board of Directors of Ocean Power Technologies, Inc. (the “Company”) adopted an amendment to the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan (the “Inducement Plan”) to increase the number of shares of the Company’s common stock available for issuance pursuant to equity awards granted under the Inducement Plan from 990,000 to 1,990,000 shares.
In accordance with the applicable rules of the NYSE American, awards under the Inducement Plan may only be made to individuals not previously employees of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company.
A copy of the amendment to the Inducement Plan is attached as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of the Company was held virtually on January 27, 2026 at which time, following the determination that a quorum was present, the business of the 2025 Annual Meeting was conducted. The voting results reported herein are the final, certified voting results for each proposal presented at the 2025 Annual Meeting, as reported by Sodali & Co. LLC, the Inspector of Election appointed for the 2025 Annual Meeting. At the 2025 Annual Meeting, the following five proposals were voted on by the stockholders of the Company:
| 1) | To elect as directors the five individuals named as the nominees of the Company’s Board of Directors (the “Board”) in the Company’s revised definitive 2025 Annual Meeting Proxy Statement to serve as directors until the Company’s 2026 Annual Meeting of Stockholders (the “2026 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 of the Amended & Restated 2015 Omnibus Incentive Plan (the “2015 Plan”) to (a) increase the number of shares of the Company’s common stock available for grant under the 2015 Plan from 27,282,036 to 32,282,036, (b) change the limit on the number of shares of stock that may be granted in a calendar year to any eligible person to a formulaic standard based upon a maximum multiple of base cash compensation and to provide the committee that administers the 2015 Plan with the discretion to determine the specific number of shares that may be granted in a calendar year to any eligible person, (c) change the withholding provisions to allow a grantee under the 2015 Plan to authorize the Company to withhold shares of common stock for satisfying any federal, state or local tax withholding requirements at percentages equal to or more than the statutory minimum, up to the statutory maximum, and (d) allow for shares of common stock deducted for or delivered by a grantee to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the 2015 Plan (together, the “Plan Amendments”); | |
| 3) | To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 400,000,000 (the “Charter Amendment”); | |
| 4) | To ratify, by a non-binding advisory vote, the ratification of the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026; and | |
| 5) | To approve, by a non-binding advisory vote, the compensation for the Company’s named executive officers. |
Proposal 1: Each of the five individuals named below under “Name of Company Nominee” was elected to the Board, to serve until the 2026 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 | 21,478,213 | 4,073,027 | 54,234,525 | |||||||||
| Philipp Stratmann | 23,262,858 | 2,288,382 | 54,234,525 | |||||||||
| Clyde W. Hewlett | 23,340,508 | 2,210,732 | 54,234,525 | |||||||||
| Corliss J. Montesi | 23,369,633 | 2,181,607 | 54,234,525 | |||||||||
| Jim Thompson | 23,332,366 | 2,218,874 | 54,234,525 | |||||||||
Proposal 2: The proposal to approve the Plan Amendments 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 | |||||||||||
| 16,898,251 | 7,836,137 | 816,852 | 54,234,525 | |||||||||||
Proposal 3: The proposal to approve the Charter Amendment was approved and the voting results were as follows:
Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | ||||||||
| 53,226,689 | 25,977,106 | 581,970 | ||||||||
Proposal 4: The proposal to ratify, by a non-binding advisory vote, the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026 was approved and the voting results were as follows:
Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | ||||||||
| 72,555,163 | 5,718,556 | 1,512,046 | ||||||||
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 | |||||||||||
| 18,905,832 | 5,778,633 | 866,775 | 54,234,525 | |||||||||||
| Item 9.01 | Exhibits. |
| *3.1 | Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on January 27, 2026. |
| *10.1 | Third Amendment to Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan. |
| 10.2 | First Amendment to Amended & Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 4, 2025). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * Filed herewith. | |
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 28, 2026
| OCEAN POWER TECHNOLOGIES, INC. | |
| /s/ Philipp Stratmann | |
| Philipp Stratmann | |
| President and Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Ocean Power Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 27, 2007, and amended effective October 27, 2015, October 21, 2016, December 7, 2018, March 8, 2019, October 20, 2022, June 30, 2023, August 30, 2024 and April 30, 2025.
2. Upon the Effective Time, the first sentence of Article Fourth of the Corporation’s Certificate of Incorporation is hereby stricken and replaced with the following:
“The total number of shares of all classes of stock which the Corporation shall have authority to issue is 405,000,000, consisting of (i) 400,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”) and (ii) 5,000,000 shares of Preferred Stock, $.001 par value per share (“Preferred Stock”).”
3. This Certificate of Amendment of Certificate of Incorporation shall become effective upon filing.
4. This Certificate of Amendment of Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment of Certificate of Incorporation and directed that such amendment be considered by the stockholders of the Corporation. A meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on January 27, 2026 at which meeting the required number of shares were voted in favor of such amendment. The stockholders of the Corporation duly adopted the Certificate of Amendment of Certificate of Incorporation.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 27th day of January, 2026.
| By: | /s/ Philipp Stratmann | |
| Name: | Philipp Stratmann | |
| Title: | President and Chief Executive Officer |
| 1 |
Exhibit 10.1
THIRD AMENDMENT TO THE
OCEAN POWER TECHNOLOGIES, INC.
EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN
WHEREAS, Ocean Power Technologies, Inc. (the “Company”) previously adopted the Ocean Power Technologies, Inc. Employment Inducement Incentive Award Plan effective January 18, 2018, and amended it effective February 9, 2022 and June 4, 2025 (the “Plan”); and
WHEREAS, the Board of Directors of the Company (the “Board”) has authorized an amendment of the Plan to increase the number of shares authorized for Awards thereunder from 990,000 shares to 1,990,000 shares.
NOW, THEREFORE, effective as of January 27, 2026 Section 3.1(a) of the Plan is amended to replace the number 990,000 with the number 1,990,000.
IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be duly executed in its name and on its behalf by its duly authorized officer.
| OCEAN POWER TECHNOLOGIES, INC. | ||
| By: | /s/ Philipp Stratmann | |
| Name: | Philipp Stratmann | |
| Title: | Chief Executive Officer | |