Ocean Power Technologies (OPTT) Proxy filing summary

Executive summary

• Special meeting set for November 24, 2026, to seek approval for conversion shares under September 25 Exchange Agreements and for adjournment if more votes are needed.

• The Board unanimously recommends voting FOR both proposals; approval of the share issuance is needed to permit full conversion of the notes under NYSE American rules.

Voting matters and shareholder proposals

• Proposal 1 seeks NYSE American Rule 713(a) approval to issue shares equal to or exceeding 20% of common stock outstanding immediately before issuance upon conversion of the Exchange Notes.

• Proposal 1 requires approval by holders of a majority of outstanding shares entitled to vote; broker non-votes and abstentions have the effect of votes against it.

• Proposal 2 would authorize meeting adjournments, if the Board or its committee determines in good faith they are necessary or appropriate to solicit votes for Proposal 1; approval requires a majority of shares represented and entitled to vote.

• The Board recommends FOR Proposal 1 and Proposal 2; Proposal 2 is routine, so brokers may vote uninstructed street-name shares.

Risk oversight and compliance

• Forward-looking risks include continued operating losses, cash needs and going-concern uncertainty, ability to obtain financing, and compliance with convertible-note covenants.

• Other identified risks include cybersecurity, supply-chain and delivery disruptions, tariffs, geopolitical uncertainty, NYSE American listing compliance, and hiring and retaining key personnel.