Ocean Power Technologies Announces Key Corporate Events
Ticker: OPTT · Form: 8-K · Filed: Jan 21, 2025 · CIK: 1378140
Sentiment: neutral
Topics: corporate-governance, executive-changes, shareholder-vote
Related Tickers: OPTT
TL;DR
OPT filed an 8-K detailing executive changes, director elections, and shareholder votes.
AI Summary
Ocean Power Technologies, Inc. (OPT) announced on January 16, 2025, that it entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. Additionally, matters were submitted to a vote of security holders, and other events occurred.
Why It Matters
This filing indicates significant corporate governance changes and strategic decisions, including potential executive shifts and shareholder votes, which could impact the company's future direction and operations.
Risk Assessment
Risk Level: medium — The filing involves changes in corporate leadership and governance, which can introduce uncertainty and potential risks.
Key Players & Entities
- Ocean Power Technologies, Inc. (company) — Registrant
- January 16, 2025 (date) — Date of earliest event reported
FAQ
What was the nature of the material definitive agreement entered into by Ocean Power Technologies?
The filing states that Ocean Power Technologies, Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
Who are the directors or officers that have departed from Ocean Power Technologies?
The filing mentions the departure of directors or certain officers, but does not name the specific individuals involved.
Were there any new appointments or elections of directors and officers?
Yes, the filing indicates the election of directors and the appointment of certain officers.
What compensatory arrangements were made for the newly appointed officers?
The filing notes that there were compensatory arrangements of certain officers, but the specifics of these arrangements are not detailed in the provided text.
Were any matters submitted to a vote of Ocean Power Technologies' security holders?
Yes, the filing confirms that matters were submitted to a vote of security holders.
Filing Stats: 1,539 words · 6 min read · ~5 pages · Grade level 11.6 · Accepted 2025-01-21 16:05:14
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 Par Value OPTT NYSE American Seri
- $300,000 — ive an annual base salary not to exceed $300,000, is eligible for an annual, discretiona
Filing Documents
- form8-k.htm (8-K) — 75KB
- ex10-1.htm (EX-10.1) — 115KB
- ex99-1.htm (EX-99.1) — 25KB
- ex99-2.htm (EX-99.2) — 11KB
- ex99-1_001.jpg (GRAPHIC) — 17KB
- 0001493152-25-003023.txt ( ) — 508KB
- optt-20250116.xsd (EX-101.SCH) — 4KB
- optt-20250116_def.xml (EX-101.DEF) — 29KB
- optt-20250116_lab.xml (EX-101.LAB) — 36KB
- optt-20250116_pre.xml (EX-101.PRE) — 26KB
- form8-k_htm.xml (XML) — 5KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Ocean Power Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33417 22-2535818 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 28 Engelhard Drive , Suite B Monroe Township , New Jersey (Address of principal executive offices) 08831 (Zip Code) (609) 730-0400 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange on which registered Common Stock, $0.001 Par Value OPTT NYSE American Series A Preferred Stock Purchase Rights N/A NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. Effective January 16, 2025, in connection with his appointment as Senior Vice President, General Counsel and Secretary of Ocean Power Technologies, Inc. (the "Company") as described under Item 5.02 below, Tracy Pagliara entered into an Employment Agreement (the "Employment Agreement") with the Company. Pursuant to the Employment Agreement, Mr. Pagliara will receive an annual base salary not to exceed $300,000, is eligible for an annual, discretionary, performance-based bonus targeted at 50% of base salary on such terms and conditions as may be determined by the Board of Directors (the "Board") or its Compensation Committee, and is eligible to receive long-term incentive equity based awards, pursuant to the Company's 2015 Omnibus Incentive Plan, subject to such terms and conditions as may be determined by the Board or its Compensation Committee. At the time of signing the Employment Agreement, he received a one-time inducement grant of 75,000 restricted stock units that vest, if at all, equally over two years. If Mr. Pagliara is terminated other than for cause (or Mr. Pagliara quits for good reason) within the first 12 months (but with Mr. Pagliara having worked at least six months), he will receive three months of salary as severance, and if terminated other than for cause thereafter, he will receive six months of salary as severance. Mr. Pagliara is also subject to covenants regarding non-competition, non-solicitation and confidentiality. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. Effective January 16, 2025, as noted in Item 1.01 above, Tracy Pagliara was appointed Senior Vice President, General Counsel and Secretary of the Company. Mr. Pagliara, age 62, is the President and CEO of TPAG Enterprises, LLC ("TPAG"), a sole member LLC providing legal and financial consulting services. Through TPAG, he has been serving as the acting general counsel and corporate secretary of the Company, on an independent contractor basis, since February 2024. From April 2018 to September 2023, Mr. Pagliara served as President and CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group, Inc.) (NYSE American: WLMS), a publicly traded provider of construction and maintenance services to power, energy and industrial customers ("Williams"). From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010 as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility, including Senior Vi