Ocean Power Technologies (OPTT) Proxy filing summary

Executive summary

• Special meeting scheduled for September 10, 2026, to vote on a reverse stock split and potential adjournment to solicit more proxies if needed.

• Reverse split proposal allows a ratio between 5-for-1 and 50-for-1, with the exact ratio determined by the Board within one year.

• Main goal is to maintain NYSE American listing and improve marketability and liquidity of shares.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Authorize Board to amend Certificate of Incorporation for a reverse stock split at a ratio between 5-for-1 and 50-for-1.

• Proposal 2: Approve adjournment of the meeting to solicit additional proxies if necessary.

• Both proposals require a majority of shares represented at the meeting to pass.

• Brokers may vote uninstructed shares as these are considered routine matters.

• Deadlines and procedures for shareholder proposals and director nominations for the 2026 Annual Meeting are specified.

Board of directors and corporate governance

• Board has sole discretion to determine the reverse split ratio and timing within one year of approval.

• Board and management believe the reverse split is necessary to avoid delisting and improve perception among investors and business partners.

• Information on beneficial ownership by directors and executive officers is provided.