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
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.
***
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:
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
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.
___________________________________ 1 Permission to quote Glass
Lewis was neither sought nor obtained. Emphases added.
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version on businesswire.com: https://www.businesswire.com/news/home/20240126905731/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
Grafico Azioni Ocean Power Technologies (AMEX:OPTT)
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Grafico Azioni Ocean Power Technologies (AMEX:OPTT)
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