Ocean Power Technologies (OPTT) Proxy filing summary

Executive summary

• Special meeting scheduled for November 24, 2026, at 9:00 a.m. Eastern time, virtually; October 15, 2026, is the voting record date.

• Stockholders will vote on conversion-share issuance approval, authorization for a reverse split of up to 6.6-for-1, and possible meeting adjournment to solicit proxies; the Board recommends FOR all three.

Voting matters and shareholder proposals

• Proposal 1 seeks NYSE American Rule 713(a) approval for potential issuance of shares equal to or exceeding 20% of shares outstanding before issuance under the September 25, 2026, Exchange Agreements.

• Proposal 2 would let the Board choose a reverse-split ratio no greater than 6.6-for-1 and implement it within one year of the meeting; otherwise, the authority expires.

• Proposal 3 would authorize adjournments, as deemed necessary or appropriate in good faith, to seek additional proxies if Proposals 1 or 2 lack sufficient votes.

• Each proposal requires approval by a majority of shares represented at the meeting and entitled to vote; the Exchange Agreements proposal is non-routine, and uninstructed brokers cannot vote it.

Board of directors and corporate governance

• The Board unanimously recommends FOR each proposal and would have sole discretion to select the reverse-split ratio and decide whether to implement it after approval.

• The Board may seek additional proxies through adjournment if needed; stockholders may submit director nominations for the 2026 Annual Meeting within the stated September 29–October 29, 2026 notice window, subject to bylaw requirements.