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 2.02. | Results of Operations and Financial Condition. |
On December 14, 2021, Ocean Power Technologies, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal second quarter ended October 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 and in the attached Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
| 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, 2021 (the “Annual Meeting”) was held on December 14, 2021.
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 1,332,036 to 3,132,036 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 2022; and |
| 4) | To vote on an advisory resolution to approve the Company’s executive officer compensation. |
Six directors were elected for terms expiring on the date of the annual meeting for the year ended April 30, 2022. 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 | 12,681,749 | 1,825,894 | 11,820,027 | |||
| Philipp Stratmann | 12,804,247 | 1,703,396 | 11,820,027 | |||
| Clyde W. Hewlett | 12,822,672 | 1,684,971 | 11,820,027 | |||
| Diana G. Purcell | 12,809,224 | 1,698,419 | 11,820,027 | |||
| Peter E. Slaiby | 12,809,638 | 1,698,005 | 11,820,027 | |||
| Natalie Lorenz-Anderson | 12,817,237 | 1,690,406 | 11,820,027 |
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 1,332,036 to 3,132,036 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 | |||
| 11,038,779 | 1,994,208 | 1,474,656 | 11,820,027 |
The result of the vote to ratify the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was as follows:
| Number of Votes Voted For | Number of Votes Voted Against | Number of Votes Abstaining | Number of Broker Non-Votes | |||
| 24,597,823 | 498,481 | 1,231,366 | 0 |
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 | |||
| 11,281,998 | 1,741,155 | 1,484,490 | 11,820,027 |
| Item 8.01 | Other Events. |
Immediately following the Annual Meeting, the Board appointed Ms. Lorenz-Anderson to the Environmental and Sustainability Committee of the Board.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| *99.1 | Press release dated December 14, 2021 regarding fiscal second quarter earnings. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Furnished 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: December 15, 2021 | |
| OCEAN POWER TECHNOLOGIES, INC. | |
| /s/ Philipp Stratmann | |
| Philipp Stratmann | |
| President and Chief Executive Officer |