Ocean Power Technologies (OPTT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on January 27, 2026, with voting open to stockholders of record as of December 1, 2025.

• Key proposals include electing five directors, amending the 2015 Omnibus Incentive Plan, increasing authorized shares, ratifying the external auditor, and a say-on-pay advisory vote.

• The Board recommends voting in favor of all proposals and has engaged Sodali & Co. as proxy solicitor.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors (Terence J. Cryan, J. Philipp Stratmann, Clyde W. Hewlett, Corliss J. Montesi, Jim Thompson).

• Proposal 2: Amend the 2015 Omnibus Incentive Plan to increase shares, adjust grant limits, and modify tax withholding provisions.

• Proposal 3: Amend the Certificate of Incorporation to increase authorized common stock from 300M to 400M shares.

• Proposal 4: Ratify Baker Tilly LLP as independent auditor for FY ending April 30, 2026.

• Proposal 5: Approve, on a non-binding basis, executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of five members, with three incumbents and two new nominees; majority are independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Quality, Health and Safety, and Environmental and Sustainability.

• Board and committee meetings had 100% attendance; independent chair leads the board.

• Stock ownership guidelines require CEO to hold 5x base salary, CFO 3x, and directors 1x annual retainer.

• Board emphasizes inclusivity, regular assessments, and strict policies on hedging and pledging.