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|8-KJan 28, 4:05 PM ET

Ocean Power Technologies, Inc. 8-K

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Ocean Power Technologies Amends Inducement Equity Plan, Reports 2025 Annual Meeting Results

What Happened
Ocean Power Technologies, Inc. announced on Jan. 27, 2026 (filed via Form 8‑K) that its Board amended the Employment Inducement Incentive Award Plan to increase the number of shares available for inducement equity awards from 990,000 to 1,990,000. The company also reported the certified results of its virtual 2025 Annual Meeting held Jan. 27, 2026, where five director nominees were elected and several shareholder proposals were voted on and approved.

Key Details

  • Inducement Plan increase: share pool raised from 990,000 to 1,990,000 shares; awards under the plan are limited to individuals not previously employed by the company (per NYSE American rules).
  • Director elections (each elected to serve until the 2026 annual meeting):
    • Terence J. Cryan: 21,478,213 For / 4,073,027 Withheld / 54,234,525 Broker non‑votes
    • Philipp Stratmann: 23,262,858 For / 2,288,382 Withheld / 54,234,525 Broker non‑votes
    • Clyde W. Hewlett: 23,340,508 For / 2,210,732 Withheld / 54,234,525 Broker non‑votes
    • Corliss J. Montesi: 23,369,633 For / 2,181,607 Withheld / 54,234,525 Broker non‑votes
    • Jim Thompson: 23,332,366 For / 2,218,874 Withheld / 54,234,525 Broker non‑votes
  • Stock plan & charter votes:
    • Amendment to 2015 Omnibus Incentive Plan (increase by 5,000,000 shares and other changes) approved: 16,898,251 For / 7,836,137 Against / 816,852 Abstain / 54,234,525 Broker non‑votes.
    • Charter Amendment to increase authorized common shares from 300,000,000 to 400,000,000 approved: 53,226,689 For / 25,977,106 Against / 581,970 Abstain.
  • Other approvals: Baker Tilly US, LLP ratified as auditor (72,555,163 For / 5,718,556 Against / 1,512,046 Abstain); non‑binding advisory vote on executive compensation passed (18,905,832 For / 5,778,633 Against / 866,775 Abstain / 54,234,525 Broker non‑votes).

Why It Matters
The inducement plan increase gives Ocean Power more shares to grant equity awards used to recruit and onboard new employees, which can be important for hiring key talent. The approved amendment to the company’s long‑standing omnibus plan and the charter amendment (raising authorized shares to 400M) increase the company’s capacity to issue stock — a potential source of employee compensation, financing or other corporate actions, and a factor investors should monitor for potential dilution. The re‑election of the full slate of directors and ratification of the auditor provide continuity in governance and financial oversight.