Ocean Power Technologies : Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") of Ocean Power Technologies, Inc. (the "Company"), first called to order virtually on January 31, 2024 and adjourned due to the absence of a quorum without any business being conducted, was reconvened virtually on February 28, 2024 at which time, following the determination that a quorum was present, the business of the 2023 Annual Meeting was conducted. The voting results reported herein are the final, certified voting results for each proposal presented at the 2023 Annual Meeting, as reported by First Coast Results, Inc., the Inspector of Election appointed for the 2023 Annual Meeting.At the 2023 Annual Meeting, the following five proposals were voted on by the stockholders of the Company:

	1)	To elect as directors the six individuals named as the nominees of the Company's Board of Directors (the "Board") in the Company's revised definitive 2023 Annual Meeting Proxy Statement to serve as directors until the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") or until his or her respective successor has been elected and qualified, or until the director's earlier death, resignation, or removal;
	2)	To approve an amendment to the Company's 2015 Omnibus Incentive Plan (the "2015 Plan") to increase the number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), available for grant under the 2015 Plan from 4,382,036 to 7,282,036 in order to ensure that adequate shares will be available under the 2015 Plan for future grants and to amend the aggregate number of shares available for incentive awards;
	3)	To ratify, by a non-binding advisory vote, the adoption of the Company's Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2023, by and between the Company and Computershare Trust Company, N.A., as Rights Agent;
	4)	To ratify, by a non-binding advisory vote, the ratification of the selection of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2024; and
	5)	To approve, by a non-binding advisory vote, the compensation for the Company's named executive officers.

Proposal 1: Each of the six individuals named below under "Name of Company Nominee" was re-elected to the Board, to serve until the 2024 Annual Meeting or until his or her respective successor has been elected and qualified, or until the director's earlier death, resignation, or removal. As to each of the Company's nominees for director, the results of the voting were as follows:

Name of Company Nominee		Number of Votes Voted For			Number of Votes Withheld			Number of Broker Non-Votes
Terence J. Cryan			12,838,890				5,751,223				10,515,240
Philipp Stratmann			13,739,243				4,850,340				10,515,770
Clyde W. Hewlett			13,812,047				4,777,536				10,515,770
Diana G. Purcell			15,011,114				3,558,713				10,535,526
Peter E. Slaiby			13,798,954				4,790,629				10,515,770
Natalie Lorenz-Anderson			15,305,056				3,264,771				10,535,526