UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
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|
☐ |
Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☐ |
Definitive
Proxy Statement |
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☒ |
Definitive
Additional Materials |
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☐ |
Soliciting
Material Pursuant to §240.14a-12 |
OCEAN
POWER TECHNOLOGIES, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
☒ |
No
fee required |
|
|
☐ |
Fee
paid previously with preliminary materials |
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☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Ocean
Power Technologies, Inc., a Delaware corporation (“OPT”), is filing materials contained in this Schedule 14A with
the U.S. Securities and Exchange Commission (“SEC”) in connection with OPT’s solicitation of proxies from its
stockholders in connection with its 2023 Annual Meeting of Stockholders to be held on January 31, 2024 and at any and all adjournments,
postponements, continuations, and reschedulings thereof (the “2023 Annual Meeting”).
Press
Release Issued by OPT on January 26, 2024
Attached
hereto is a press release issued by OPT after 5:30 p.m. Eastern Time on January 26, 2024.
Additional
Information and Where to Find It
OPT
has filed with the SEC a revised definitive proxy statement on Schedule 14A on December 4, 2023, including a form of WHITE
proxy card, and other relevant documents with respect to its solicitation of proxies for the 2023 Annual Meeting. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REVISED DEFINITIVE PROXY STATEMENT (INCLUDING THE SUPPLEMENT THERETO FILED WITH THE SEC ON JANUARY 3, 2024
AND ANY OTHER AMENDMENTS OR SUPPLEMENTS TO OPT’S REVISED DEFINITIVE PROXY STATEMENT) FILED BY OPT AND ANY OTHER RELEVANT DOCUMENTS
THAT OPT FILES WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OPT’S
SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by OPT free
of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by OPT are also available free of charge
by accessing OPT’s corporate website at www.oceanpowertechnologies.com, by writing to OPT’s Corporate Secretary at
Ocean Power Technologies, Inc., 28 Engelhard Drive, Suite B, Monroe Township, NJ 08831, or by contacting OPT at (609) 730-0400.
Certain
Participant Information
OPT,
its directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitation
of proxies with respect to a solicitation by OPT in connection with matters to be considered at the 2023 Annual Meeting. Information
about OPT’s executive officers and directors, including information regarding the direct and indirect interests, by security holdings
or otherwise, is available in OPT’s revised definitive proxy statement for the 2023 Annual Meeting (including the schedules and
appendices thereto), which was filed with the SEC on December 4, 2023. To the extent holdings of OPT securities reported in the revised
definitive proxy statement for the 2023 Annual Meeting have changed or subsequently change, such changes have been or will be reflected
on Statements of Change in Ownership on Forms 3, 4, or 5 filed with the SEC. These documents are or will be available free of charge
at the SEC’s website at www.sec.gov.
Leading
Independent Proxy Advisory Firm Glass Lewis Recommends Shareholders Vote ONLY on the WHITE Proxy Card
“FOR”
All of Ocean Power Technologies Board Nominees
Both
Leading Independent Proxy Advisory Firms – ISS and Glass Lewis – Now Recommend Voting “FOR ALL” of the
Board’s Highly Qualified and Experienced Nominees
OPT
Continues to Urge All Holders to Vote ONLY on the WHITE Proxy Card Today “FOR” All the Company’s
Board Nominees and Other Proposals
MONROE
TOWNSHIP, N.J., Jan. 26, 2024 — Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or the “Company”),
a leader in innovative and cost-effective low-carbon marine power, data, and service solutions, today announced that Glass, Lewis &
Co., LLC (“Glass Lewis”), a leading independent proxy advisory firm, has joined Institutional Shareholder Services Inc. (“ISS”)
in recommending that the Company’s shareholders vote ONLY on the WHITE proxy card “FOR”
all of the OPT Board of Directors’ (the “Board”) highly qualified and experienced director nominees at the upcoming
2023 Annual Meeting of Stockholders (“2023 Annual Meeting”), scheduled to be held on Wednesday, January 31, 2024, via live
webcast.
In
its report recommending support for all of OPT’s director nominees, Glass Lewis notes that:1
| ● | “[…]
the incumbent directors appear to have appropriate qualifications and expertise to
oversee the Company and that the board is sufficiently independent.” |
| | |
| ● | “[…]
we note that the incumbent chairman, Mr. Cryan, has considerable turnaround experience,
including at three companies and has served in an executive position at a firm that consults
companies facing challenges.” |
| | |
| ● | “We
observe that the board has also undergone significant refreshment in recent years,
five out of six incumbent directors were appointed to the board in 2020 or 2021 and that
average tenure of the incumbent directors is four years.” |
In
addition, Glass Lewis shares the Company’s concerns as to the purpose of Paragon’s interest in OPT:
| ● | “[…]
we do question the nature of Paragon’s interest in the Company and we share the
concern raised by the incumbent board that Paragon may have an undisclosed agenda.” |
As
a reminder, shareholders may receive proxy materials from an activist investor, Paragon Technologies, Inc. (“Paragon”) (OTC
Pink: PGNT). A vote for any of Paragon’s purported nominees on the blue proxy card will not be counted at the 2023 Annual
Meeting. Shareholders are urged not to sign or return any blue proxy card and to discard Paragon’s materials. Please vote
only on the WHITE proxy card. If a shareholder previously signed a blue proxy card sent by Paragon, that proxy card can
be revoked by voting on a new WHITE proxy card. Only the latest-dated proxy card will count.
Shareholders
are urged to protect their investment by voting “FOR” all of OPT’s proposals, including voting “FOR
ALL” of the OPT Board’s highly qualified and experienced director nominees, by promptly signing, dating, and returning
each of the WHITE proxy cards they have received or by voting by telephone or internet. Time is short so shareholders are
urged to vote TODAY the WHITE proxy card to ensure that their votes are received in time to be counted at the 2023 Annual
Meeting.
1
Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.
***
THE
OPT BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL THE COMPANY’S PROPOSALS, INCLUDING A VOTE “FOR ALL”
THE OPT BOARD’S NOMINEES ON THE WHITE PROXY CARD
OPT
SHAREHOLDERS ARE REMINDED THAT THEIR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES THEY OWN
TIME
IS SHORT SO PLEASE VOTE THE WHITE PROXY CARD TODAY
PLEASE
COMPLETE, DATE, SIGN, AND RETURN EVERY WHITE PROXY CARD YOU RECEIVE
DO
NOT SIGN OR RETURN ANY BLUE PROXY CARD SENT BY PARAGON
***
If
shareholders have any questions or require assistance in voting your WHITE proxy card, please contact Morrow Sodali, our
proxy solicitation firm, at:
509
Madison Avenue Suite 1206
New
York, NY 10022
Shareholders
Call Toll Free: (800) 662-5200
Banks,
Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400
Email:
OPT@investor.MorrowSodali.com
About
Ocean Power Technologies
OPT
provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense
and security, oil and gas, science and research, and offshore wind markets. Our PowerBuoy® platforms provide clean and reliable electric
power and real-time data communications for remote maritime and subsea applications. We also provide WAM-V® autonomous surface vessels
(ASVs) and marine robotics services. The Company’s headquarters is in Monroe Township, New Jersey and has an additional office
in Richmond, California. To learn more, visit www.OceanPowerTechnologies.com.
Forward-Looking
Statements
This
press release may contain forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Any such forward-looking statements in this release are identified by certain words or phrases such as “may”,
“will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”,
“anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”,
“future”, “objective”, “goal”, “project”, “should”, “will pursue”
and similar expressions or variations of such expressions. These forward-looking statements reflect OPT’s current expectations
about its future performance, plans, and objectives. By their nature, forward-looking statements rely on a number of assumptions and
estimates that could be inaccurate and involve risks and uncertainties that could cause actual results to materially differ from those
anticipated or expressed in any forward-looking statement. These estimates and assumptions reflect our best judgment based on currently
known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain
and involve a number of risks and uncertainties that are beyond our control, including, without limitation risks related to our ability
to execute on our strategy, drive growth, and create value for our stockholders; our ability to develop, market, and commercialize our
products; our ability to monetize our opportunity pipeline; our ability to achieve and, thereafter, sustain profitability; our ability
to win government contracts, including in the defense and security sectors; the possibility that we may not be able to obtain the necessary
facility and personnel clearances to qualify for certain government contracts, including in the defense and security sectors; our ability
to continue the development of our proprietary technologies; our expected continued use of cash from operating activities unless or until
we achieve positive cash flow from the commercialization of our products and services; our ability to obtain additional funding, as and
if needed; our history of operating losses, which we expect to continue for at least the short term and possibly longer; our ability
to control our expenses; our ability to attract and retain qualified personnel, including executive management; our ability to manage
and mitigate risks associated with our internal cyber security protocols and protection of the data we collect and distribute; our ability
to protect our intellectual property portfolio; the impact of inflation related to the U.S. dollar on our business, operations, customers,
suppliers and manufacturers, and personnel; our ability to meet product development, manufacturing and customer delivery deadlines; our
ability to identify and penetrate markets for our products, services, and solutions; and the risks related to the actions of Paragon
Technologies, Inc. against OPT and the related litigation brought against OPT in the Delaware Court of Chancery, including the amount
of related costs incurred by OPT and the disruption caused to OPT’s business activities by these actions.
Many
of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general
or specific factors that may affect us. Additional factors are described in OPT’s Form 10-K, Form 10-Q, and Form 8-K reports (including
all amendments to those reports). Any forward-looking statements speak only as of the date on which such statements are made, and OPT
undertakes no obligation or intent to update such forward-looking statements to reflect events or circumstances arising after such date.
OPT cautions investors not to place undue reliance on any such forward-looking statements. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.
Important
Additional Information And Where To Find It
OPT
has filed with the SEC a revised definitive proxy statement on Schedule 14A on December 4, 2023, including a form of WHITE
proxy card, and other relevant documents with respect to its solicitation of proxies for OPT’s 2023 Annual Meeting of Stockholders
scheduled to be held on January 31, 2024 (the “2023 Annual Meeting”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REVISED DEFINITIVE PROXY STATEMENT (INCLUDING THE SUPPLEMENT THERETO FILED WITH THE SEC ON JANUARY 3, 2024 AND ANY OTHER AMENDMENTS
OR SUPPLEMENTS TO OPT’S REVISED DEFINITIVE PROXY STATEMENT) FILED BY OPT AND ANY OTHER RELEVANT DOCUMENTS THAT OPT FILES WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OPT’S SOLICITATION. Investors
and security holders may obtain copies of these documents and other documents filed with the SEC by OPT free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by OPT are also available free of charge by accessing OPT’s
corporate website at www.oceanpowertechnologies.com, by writing to OPT’s Corporate Secretary at Ocean Power Technologies, Inc.,
28 Engelhard Drive, Suite B, Monroe Township, NJ 08831, or by contacting OPT at (609) 730-0400.
Certain
Participant Information
OPT,
its directors, and executive officers may be deemed to be participants in the solicitation of proxies with respect to a solicitation
by OPT in connection with matters to be considered at OPT’s 2023 Annual Meeting. Information about OPT’s executive officers
and directors, including information regarding the direct and indirect interests, by security holdings or otherwise, is available in
OPT’s revised definitive proxy statement for the 2023 Annual Meeting (including the schedules and appendices thereto), which was
filed with the SEC on December 4, 2023. To the extent holdings of OPT securities reported in the revised definitive proxy statement for
the 2023 Annual Meeting have changed or subsequently change, such changes have been or will be reflected on Statements of Change in Ownership
on Forms 3, 4, or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
Investors:
609-730-0400
x401 or
InvestorRelations@oceanpowertech.com
Media:
609-730-0400
x402 or
MediaRelations@oceanpowertech.com
Or
Longacre
Square Partners
Joe
Germani / Dan Zacchei
jgermani@longacresquare.com
/ dzacchei@longacresquare.com
Ocean Power Technologies (AMEX:OPTT)
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