Ocean Power Technologies Inc

This management proposal requests shareholder authorization under Delaware law to empower the Board to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 5-for-1 and 50-for-1, with the precise ratio to be selected by the Board within one year. Management frames the reverse split primarily as a defensive and compliance measure to reduce the risk of delisting from the NYSE American in light of both longstanding low share price concerns and a new NYSE American rule that could result in delisting if the share price is below $0.25 after October 1, 2026. The Board argues the split should raise the reported per-share price, improve marketability and institutional acceptance, and potentially increase liquidity, while noting that the split will not change holders’ proportional voting rights except for fractional share treatment. The filing would be effective upon filing the amendment with the Delaware Secretary of State and would not obligate the Board to implement the split even if authorized, preserving flexibility to act only if market conditions warrant. Management discloses mechanical and administrative effects including proportional adjustments to outstanding convertible securities and equity awards, rounding of fractional shares (rounded up) and adjustments under the company’s Section 382 Tax Benefits Preservation Plan. The proxy also candidly discusses risks: a reverse split can be viewed negatively by markets, could reduce market capitalization if the post-split price does not hold, increase odd-lot holdings and transaction costs, and potentially adversely affect liquidity. The Board recommends a FOR vote to maintain the company’s exchange listing and to preserve strategic and financing options that may be constrained by a low quoted share price. From a governance perspective, the proposal grants substantial discretion to the Board (including choice of exact ratio), which is common for reverse-split proposals but concentrates decision-making power and could have anti-takeover consequences by increasing the ratio of authorized but unissued shares to outstanding shares; management states the proposal is not intended as a going-private step. Investors should weigh the near-term listing-preservation rationale against the potential for adverse market perception and the dilution/structural impacts that can follow a split.

This management proposal seeks authority to adjourn the Special Meeting from time to time, as determined in good faith by the Board or a committee, for the limited purpose of soliciting additional proxies if there are insufficient votes to approve Proposal 1. The adjournment mechanism is a common procedural tool that allows management to continue outreach to stockholders, gather additional support, and avoid having a binary defeat on a single meeting date that could foreclose options to preserve an exchange listing. The proposal requires a simple majority of shares represented at the meeting to pass and is described as routine in the proxy, meaning brokers may have discretion to vote shares held in street name on the matter. While routine, the adjournment authority is materially connected to Proposal 1 because it increases the probability that the Board will secure the reverse-split authorization by permitting additional solicitation efforts. The Board recommends a FOR vote, framing the adjournment as a practical step to ensure stockholder consideration and, if needed, further solicitation. From a shareholder oversight perspective, the adjournment power concentrates tactical timing control in the Board’s hands but is constrained by the requirement to act in good faith and to secure further shareholder approval eventually. Investors should recognize this as a standard backstop to support the primary reverse-split proposal rather than a substantive standalone corporate change.