Urges Shareholders to Vote Only on the
WHITE Proxy Card “FOR” All the
Company’s Proposals, Including Voting “FOR ALL" of the Board’s
Highly Qualified and Experienced Nominees
OPT’s Current Board and Management Team Remain
Focused on Executing the Company’s Strategy to Drive Long-term
Growth, Profitability, and Shareholder Value
Ocean Power Technologies, Inc. (NYSE American: OPTT) (“OPT” or
the “Company”), a leader in innovative and cost-effective
low-carbon marine power, data, and service solutions, today sent a
letter to shareholders in connection with the Company’s upcoming
Annual Meeting of Stockholders (the “2023 Annual Meeting”), which
is scheduled to be held on Wednesday, January 31, 2024, via live
webcast.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20231213584527/en/
The full text of the letter is below:
Dear Fellow Shareholders,
Thank you for your investment. We remain fully committed to
delivering value for you and are excited about the opportunities
that lie ahead as we continue to execute our strategy of meeting
our customers’ needs and emphasizing commercialization as we move
away from the R&D phase of our evolution.
This year your vote at OPT’s 2023 Annual
Meeting – scheduled for January 31, 2024 – is critically important.
We encourage you to carefully read the proxy materials we
previously mailed to you.
- OPT urges shareholders to vote on the WHITE proxy card to show their support for all the
Company’s proposals, including the election of all of the Board of
Directors’ (the “Board”) highly qualified director nominees and the
continued execution of OPT’s strategy.
- You may also receive materials from an activist investor,
Paragon Technologies, Inc. (“Paragon”) (OTC Pink: PGNT). Based on a
recent Delaware Court of Chancery ruling denying Paragon’s
requested relief, OPT will not be facing a contested director
election at the 2023 Annual Meeting. This means a vote for any of
Paragon’s purported nominees on the blue
proxy card will not be counted. Shareholders are encouraged
to discard Paragon’s materials.
- Protect your investment and make sure your vote is counted
by voting on the WHITE proxy card
today.
OPT Has Taken Decisive Action to Create Value for
Shareholders
- Since Philipp Stratmann became President and Chief Executive
Officer in June 2021, the OPT Board and management team – which
also includes recently added Chief Financial Officer, Robert P.
Powers, CPA, and newly promoted Chief Commercial Officer, Matt
Burdyny – have focused on transforming the Company and building a
foundation for sustainable, profitable growth and value
creation.
- As we recently announced, we have entered the next phase of our
evolution and our R&D efforts have been substantially
completed.
- Now, we are focusing on meeting our customers’ needs and
emphasizing the commercialization of our cutting-edge pipeline of
products – particularly for the national security and defense
markets. Notably, the majority of the team is now comprised of U.S.
military and NATO veterans and staff.
- We expect that recent meaningful contract wins, the growth in
OPT’s commercial pipeline, and the corresponding savings from the
divestiture of our consulting team will enable us to reach
profitability and be cash-flow positive during calendar year 2025
using current capital resources.
Our Board Has the Right Mix of Industry Experience and
Backgrounds to Continue Leading OPT Forward and to Grow Your
Investment
- Our Board is comprised of six highly qualified individuals –
Terence J. Cryan (Chairman), J. Philipp Stratmann, Clyde W.
Hewlett, Natalie Lorenz-Anderson, Diana G. Purcel, and Peter E.
Slaiby – five of whom are independent.
- Our directors possess expertise and skills across areas
critical to OPT’s business and future success, including relevant
industry, technology, IT, cyber, marketing, finance, and governance
expertise.
- We regularly evaluate Board composition to ensure it reflects
the appropriate skills and experience necessary to drive growth and
enhanced value for all OPT shareholders.
- Case in point: five of our six directors have joined over the
past three years and our average independent director tenure is
approximately four years.
Votes For Any of Paragon’s Purported Nominees on the Blue
Proxy Card Will Not Be Counted – Make Sure Your Voice is
Heard
- Based on the November 30 ruling of the Delaware Court of
Chancery denying Paragon’s requested relief, OPT will not be
facing a contested director election at the 2023 Annual Meeting
and Paragon’s purported nominees will be disregarded and will
not be voted on at the 2023 Annual Meeting.
- Additionally, no proxies or votes in favor of Paragon’s
purported nominees will be recognized or tabulated at the 2023
Annual Meeting.
- Paragon continues to make distracting and misleading statements
regarding OPT’s performance, strategy, prospects, leadership, and
corporate governance – as it tries to pursue a self-interested and
undisclosed agenda. We believe you should ignore this noise.
- Please also disregard any blue proxy card sent to you by
Paragon. Only the latest dated proxy card will count at the 2023
Annual Meeting.
Your Board strongly urges you to protect your investment by
voting “FOR” all the Company’s
proposals, including voting “FOR
ALL” of your Board’s very experienced and highly
qualified nominees (Terence J. Cryan, J. Philipp Stratmann, Clyde
W. Hewlett, Natalie Lorenz-Anderson, Diana G. Purcel, and Peter E.
Slaiby) – by voting the enclosed WHITE proxy card by telephone, internet, or by
signing, dating, and returning the enclosed WHITE proxy card in the postage paid envelope
provided. This may be the most important vote you have ever made
regarding OPT and its future.
Thank you for your continued support of OPT.
Sincerely,
The OPT Board of Directors
WE URGE YOU TO COMPLETE, DATE, AND SIGN THE
ENCLOSED WHITE PROXY CARD AND MAIL IT
PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY
TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE WHITE PROXY CARD, WHETHER OR NOT YOU PLAN TO
ATTEND THE 2023 ANNUAL MEETING.
PLEASE COMPLETE, DATE, SIGN, AND RETURN
EVERY WHITE PROXY CARD YOU
RECEIVE.
THE BOARD RECOMMENDS A VOTE “FOR” ALL THE COMPANY’S PROPOSALS, INCLUDING A VOTE
“FOR ALL” OF OUR BOARD’S NOMINEES ON
THE ENCLOSED WHITE PROXY CARD.
PROTECT YOUR INVESTMENT!
YOUR VOTE IS IMPORTANT, NO MATTER HOW
MANY OR HOW FEW SHARES YOU OWN.
WE URGE YOU NOT TO SIGN OR RETURN ANY BLUE
PROXY CARD SENT TO YOU BY PARAGON.
If you have any questions or require assistance in voting your
WHITE proxy card, please
contact Morrow Sodali, our proxy solicitation firm, at:
Morrow Sodali
509 Madison Avenue Suite 1206 New York, NY
10022
Stockholders Call Toll Free: (800) 662-5200
Banks, Brokers, Trustees, and Other Nominees Call Collect: (203)
658-9400 Email: OPT@investor.MorrowSodali.com
ABOUT OCEAN POWER TECHNOLOGIES
OPT, a leader in innovative and cost-effective, low carbon
marine data, power, and consulting services, provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. Our
PowerBuoy® platforms provide clean and reliable electric power and
real-time data communications for remote maritime and subsea
applications. We also provide WAM-V® autonomous surface vessels
(ASV) and marine robotics services through our wholly owned
subsidiary Marine Advanced Robotics and strategic consulting
services including simulation engineering, software engineering,
concept design and motion analysis through our wholly owned
subsidiary 3Dent. We are headquartered in Monroe Township, New
Jersey, and have offices in Houston, Texas, and Richmond,
California. To learn more, visit
www.OceanPowerTechnologies.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
include, but are not limited to, those statements relating to OPT’s
future operating and financial performance, the impact of OPT’s
various initiatives on the enhancement of stockholder value and its
future operating and financial performance, OPT’s expectation that
it will be profitable and cash-flow positive during calendar year
2025, the impact on OPT of divesting its consulting team, including
the projected savings that OPT will experience therefrom, the
growth in OPT’s opportunity pipeline, OPT’s ability to monetize
such opportunities into actual revenue, and the impact on OPT of
expanding its executive leadership team, OPT’s ability to drive the
next phase of its growth and the commercialization of its products,
OPT’s ability to execute on its strategy and create value for its
stockholders, the expenses that OPT will incur to respond to the
proxy contest and the related litigation being waged by Paragon
Technologies, Inc., OPT’s ability to finance its operations without
seeking additional capital from financing sources, the impact on
OPT of substantially completing its research and development phase,
other statements relating to OPT’s future economic and operating
performance, plans, or objectives, and all other statements
contained herein that are not historical facts. Other
forward-looking statements are identified by certain words or
phrases such as “may”, “will”, “aim”, “will likely result”,
“believe”, “expect”, “will continue”, “anticipate”, “estimate”,
“intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”,
“goal”, “project”, “should”, “will pursue” and similar expressions
or variations of such expressions. These forward-looking statements
reflect OPT’s current expectations about its future performance,
plans, and objectives. By their nature, forward-looking statements
rely on a number of assumptions and estimates that could be
inaccurate and involve risks and uncertainties that could cause
actual results to materially differ from those anticipated or
expressed in any forward-looking statement. These estimates and
assumptions reflect our best judgment based on currently known
market conditions and other factors. Although we believe such
estimates and assumptions to be reasonable, they are inherently
uncertain and involve a number of risks and uncertainties that are
beyond our control, including, without limitation risks related to
our ability to execute on our strategy, drive growth, and create
value for our stockholders; our ability to develop, market, and
commercialize our products; our ability to monetize our opportunity
pipeline; our ability to achieve and, thereafter, sustain
profitability; our ability to win government contracts, including
in the defense and security sectors; the possibility that we may
not be able to obtain the necessary facility and personnel
clearances to qualify for certain government contracts, including
in the defense and security sectors; our ability to continue the
development of our proprietary technologies; our expected continued
use of cash from operating activities unless or until we achieve
positive cash flow from the commercialization of our products and
services; our ability to obtain additional funding, as and if
needed; our history of operating losses, which we expect to
continue for at least the short term and possibly longer; our
ability to control our expenses; our ability to attract and retain
qualified personnel, including executive management; our ability to
manage and mitigate risks associated with our internal cyber
security protocols and protection of the data we collect and
distribute; our ability to protect our intellectual property
portfolio; the impact of inflation related to the U.S. dollar on
our business, operations, customers, suppliers and manufacturers,
and personnel; our ability to meet product development,
manufacturing and customer delivery deadlines; our ability to
identify and penetrate markets for our products, services, and
solutions; and the risks related to the actions of Paragon
Technologies, Inc. in connection with its threatened proxy contest
against OPT and the related litigation brought against OPT,
including the amount of related costs incurred by OPT and the
disruption caused to OPT’s business activities by these
actions.
Many of these factors are beyond our ability to control or
predict. These factors are not intended to represent a complete
list of the general or specific factors that may affect us.
Additional factors are described in OPT’s Form 10-K, Form 10-Q, and
Form 8-K reports (including all amendments to those reports). Any
forward-looking statements speak only as of the date on which such
statements are made, and OPT undertakes no obligation or intent to
update such forward-looking statements to reflect events or
circumstances arising after such date. OPT cautions investors not
to place undue reliance on any such forward-looking statements.
These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
Important Additional Information And Where To Find It
OPT has filed with the SEC a revised definitive proxy statement
on Schedule 14A on December 4, 2023, including a form of
WHITE proxy card, and other
relevant documents with respect to its solicitation of proxies for
the 2023 Annual Meeting. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REVISED DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY OPT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT ANY SOLICITATION. Investors and security holders may
obtain copies of these documents and other documents filed with the
SEC by OPT free of charge through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed by OPT are also
available free of charge by accessing OPT’s corporate website at
www.oceanpowertechnologies.com, by writing to OPT’s Corporate
Secretary at Ocean Power Technologies, Inc., 28 Engelhard Drive,
Suite B, Monroe Township, NJ 08831, or by contacting OPT at (609)
730-0400.
Certain Participant Information
OPT, its directors, executive officers, and other members of
management and employees may be deemed to be participants in the
solicitation of proxies with respect to a solicitation by OPT in
connection with matters to be considered at the 2023 Annual
Meeting. Information about OPT’s executive officers and directors,
including information regarding the direct and indirect interests,
by security holdings or otherwise, is available in OPT’s revised
definitive proxy statement for the 2023 Annual Meeting (including
the schedules and appendices thereto), which was filed with the SEC
on December 4, 2023. To the extent holdings of OPT securities
reported in such revised definitive proxy statement for the 2023
Annual Meeting have changed or subsequently change, such changes
have been or will be reflected on Statements of Change in Ownership
on Forms 3, 4, or 5 filed with the SEC. These documents are or will
be available free of charge at the SEC’s website at
www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231213584527/en/
Investors: 609-730-0400 x401 or
InvestorRelations@oceanpowertech.com
Media: 609-730-0400 x402 or
MediaRelations@oceanpowertech.com
Or
Longacre Square Partners Joe Germani / Dan Zacchei
jgermani@longacresquare.com / dzacchei@longacresquare.com
Ocean Power Technologies (AMEX:OPTT)
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