Highlights that Paragon Deliberately Prevented
Quorum From Being Reached
OPT Urges All Holders to Vote ONLY on
the WHITE Proxy Card Today
“FOR ALL” the Company’s Board Nominees and OPT’s
Other Proposals
Reminds Shareholders that a Vote For Any of
Paragon’s Purported Nominees on the Blue Proxy Card Will Not Be
Counted at the 2023 Annual Meeting
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 the Company’s 2023 Annual Meeting of Shareholders
(the “2023 Annual Meeting”) was convened on Wednesday, January 31,
2024, at 10:00 A.M. Eastern Time and adjourned, without any
business being conducted, because the quorum required by the
Company’s Bylaws (a majority of the shares of OPT’s common stock
issued and outstanding) was not obtained.
The adjournment will provide OPT’s shareholders with additional
time to vote. OPT will continue to solicit shareholders to vote on
the Company’s WHITE proxy card,
including for the election of the OPT Board of Directors’ (the “OPT
Board”) six highly qualified and experienced director nominees.
At the time of the adjournment, approximately 47.7% of OPT’s
issued and outstanding shares of common stock were represented
either virtually or by proxy.
Prior to the 2023 Annual Meeting, Paragon Technologies, Inc.
(“Paragon”) (OTC Pink: PGNT) – an activist investor that, as of the
record date for the 2023 Annual Meeting owned close to 5% of the
Company’s outstanding shares – communicated to the Inspector of
Elections that it did not intend to cause its shares to be counted
as present for purposes of establishing a quorum. OPT believes that
had Paragon caused its shares to be present at the 2023 Annual
Meeting, a quorum would have been achieved.
Paragon’s deliberate actions to block OPT’s ability to reach a
quorum at the 2023 Annual Meeting are highly disappointing. Not
only will this maneuver force OPT to incur additional costs of
soliciting more proxies, but also will unnecessarily cause
management to divert attention and resources away from executing on
its strategy for enhancing shareholder value.
BOTH LEADING INDEPENDENT PROXY ADVISORY
FIRMS – INSTITUTIONAL SHAREHOLDER SERVICES, INC. AND GLASS, LEWIS
& CO. – RECOMMEND THAT OPT SHAREHOLDERS VOTE ONLY ON THE
WHITE PROXY CARD “FOR” ALL OF OPT’S
BOARD NOMINEES
THE OPT BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR ALL THE COMPANY’S
PROPOSALS, INCLUDING A VOTE “FOR ALL”
OF 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
PLEASE COMPLETE, DATE, SIGN, AND RETURN
EVERY WHITE PROXY CARD YOU
RECEIVE
DO NOT SIGN OR RETURN ANY BLUE PROXY CARD
RECEIVED FROM PARAGON
The 2023 Annual Meeting will reconvene on Thursday, February 8,
2024, at 3:00 P.M. Eastern Time, in virtual format only. The record
date for the 2023 Annual Meeting remains unchanged and all
shareholders of record, as of the close of business on December 4,
2023, and proxy holders are invited to attend the reconvened 2023
Annual Meeting by visiting www.cesonlineservices.com/optt23_vm,
where they will be able to listen to the 2023 Annual Meeting live,
submit questions, and vote.
Shareholders and proxy holders previously registered to attend
the 2023 Annual Meeting do not need to re-register to attend the
reconvened 2023 Annual Meeting. Shareholders and proxy holders who
did not previously register to attend the 2023 Annual Meeting must
pre-register at www.cesonlineservices.com/optt23_vm by 3:00 P.M.
Eastern Time on Wednesday, February 7, 2024. Shareholders who
previously submitted proxies in respect of the 2023 Annual Meeting
do not need to take any action unless they want to change their
vote in favor of OPT.
Shareholders are reminded that they may still receive proxy
materials from Paragon and that a vote for
any of Paragon’s purported nominees on Paragon’s
blue proxy card will not be counted at the
2023 Annual Meeting. Shareholders are strongly urged not
to sign or return any blue proxy card. If a shareholder previously
signed a blue proxy card received from Paragon, the blue proxy card
can be revoked by voting on a new WHITE proxy card. Only the latest-dated proxy
card will count.
As time is short, shareholders are urged to protect their
investment and ensure that their shares are voted at the 2023
Annual Meeting by voting TODAY “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.
* * *
OPT shareholders with any questions or
requiring assistance in voting their WHITE proxy card may contact Morrow Sodali,
OPT’s proxy solicitation firm, at:
MORROW SODALI
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
shareholders; 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 Shareholders (including any and all
adjournments, postponements, continuations, and reschedulings
thereof, 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
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240131036710/en/
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
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