optt20161021_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 8-K

 

 

 

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

 

Date of Report (Date of earliest event reported): October 21, 2016

 

 

 

Ocean Power Technologies, Inc.
(Exact name of registrant as specified in its charter)

  

 

 

 

Delaware
(State or other jurisdiction
of incorporation)

001-33417
(Commission
File Number)

22-2535818
(I.R.S. Employer
Identification No.)

 

 

1590 Reed Road

Pennington, New Jersey

(Address of principal executive offices)

 

08534

(Zip Code)

 

 

 

(609) 730-0400
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[   ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

 

[   ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

 

 
 

 

 

Item 5.07                           Submission of Matters to a Vote of Security Holders.

 

The annual meeting of the stockholders of Ocean Power Technologies, Inc. (the “Company”) for the year ended April 30, 2016 (the “Annual Meeting”) was held on October 21, 2016.

 

At the Annual Meeting, the following proposals were voted on by the stockholders of the Company.

 

 

1)

Election of six directors to the Company’s board of directors.

 

2)

Ratification of the selection of KPMG, LLP as the Company’s independent registered public accounting firm.

 

3)

Approval, on an advisory, non-binding basis, of the Company’s executive officer compensation.

 

4)

Approval of an amendment to the Company’s 2015 Omnibus Incentive Plan (the “Plan”) to increase the number of shares of its common stock available for future grants.

 

5)

Approval of an amendment to the Company’s Certificate of Incorporation that would delete the “only for cause” director removal standard.

 

6)

Approval of an amendment to the Company’s Certificate of Incorporation that would add a provision which requires that any provision that is contrary to a requirement of the Delaware General Corporate Law (“DGCL”) shall be read in conformity with the applicable requirement of the DGCL.

 

The results of the voting were as follows:

 

Six directors were elected for terms expiring on the date of the annual meeting for the year ended April 30, 2017. 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

724,997

66,665

 

1,389,048

 

Dean J. Glover

770,625

21,037

 

1,389,048

 

George H. Kirby

769,392

22,270

 

1,389,048

 

Robert J. Burger

746,490

45,172

 

1,389,048

 

Steven M. Fludder

662,897

128,765

 

1,389,048

 

Robert K. Winters

661,887

129,775

 

1,389,048

 

 

 
 

 

 

The result of the vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending April 30, 2017 was as follows:

 

Number of Votes
Voted For

 

Number of Votes
Voted Against

 

Number of Votes
Abstaining

 

Number of
Broker Non-Votes

2,088,988

 

21,678

 

70,044

 

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

508,158

 

231,715

 

51,789

 

1,389,048

 

The result of the vote to approve an amendment to the Plan to increase the number of shares of its common stock available for future grants was as follows:

Number of Votes
Voted For

 

Number of Votes
Voted Against

 

Number of Votes
Abstaining

 

Number of
Broker Non-Votes

410,707

 

354,959

 

25,996

 

1,389,048

 

 

The result of the vote on an amendment to the Company’s Certificate of Incorporation that will delete the “only for cause” director removal standard for stockholders was as follows:

 

Number of Votes
Voted For

 

Number of Votes
Voted Against

 

Number of Votes
Abstaining

 

Number of
Broker Non-Votes

1,924,901

 

91,682

 

164,127

 

0

 

 

In order to pass, this amendment required the affirmative vote of the holders of at least 75% of the outstanding shares of common stock entitled to vote at the meeting, and an insufficient number of shares were voted to meet this standard.

 

The result of the vote on an amendment to the Company’s Certificate of Incorporation that will add a provision which requires that any provision that is contrary to a requirement of the DGCL shall be read in conformity with the applicable requirement of the DGCL was as follows:

 

Number of Votes
Voted For

 

Number of Votes
Voted Against

 

Number of Votes
Abstaining

 

Number of
Broker Non-Votes

2,034,351

 

34,037

 

112,322

 

0

 

 

In order to pass, this amendment required the affirmative vote of the holders of at least 50% of the outstanding shares of common stock entitled to vote at the meeting.

 

 
 

 

 

Item 9.01           Financial Statements and Exhibits

 

Exhibits

 

*3.1     Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 21, 2016.

 

* Filed 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: October 21, 2016

 

OCEAN POWER TECHNOLOGIES, INC.

 

 

 

/s/ George H. Kirby                               

George H. Kirby
President and Chief Executive Officer