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





The annual meeting of the stockholders of Ocean Power Technologies, Inc. (the
"Company") for the year ended April 30, 2020 (the "Annual Meeting") was held on
December 23, 2020.

At the Annual Meeting, the following proposals were voted on by the stockholders of the Company.

1) To elect five persons to the Company's Board of Directors (the"Board");

2) To approve an amendment to the 2015 Omnibus Incentive Plan (the "2015 Plan")

to increase the number of shares of the Company's common stock available for

grant under the 2015 Plan from 732,036 to 1,332,036 in order to ensure that

adequate shares will be available under the 2015 Plan for future grants and

to make certain other amendments to the 2015 Plan regarding award threshold

limits;

3) To consider and take action on the ratification of the selection of

EisnerAmper LLP as the Company's independent registered public accounting

firm for fiscal year 2021;

4) To vote on an advisory resolution to approve the Company's executive officer


     compensation; and

  5) To approve the issuance of additional shares of common stock to Aspire
     Capital Fund, LLC pursuant to Nasdaq Listing Rule 5635(d).




Five directors were elected for terms expiring on the date of the annual meeting
for the year ended April 30, 2021. As to each nominee for director, the results
of the voting were as follows:



                                        Number of Votes       Number of Votes       Number of Broker
          Name of Nominee                  Voted For             Withheld               Non-Votes
Terence J. Cryan                               5,593,315               323,972                       -
George H. Kirby III                            5,609,836               307,451                       -
Clyde W. Hewlett                               5,704,568               212,719                       -
Diana G. Purcell                               5,661,464               255,823                       -
Peter E. Slaiby                                5,720,193               197,094                       -





The result of the vote to approve an amendment to the 2015 Plan to increase the
number of shares of the Common Stock available for grant under the 2015 Plan
from 732,036 to 1,332,036 in order to ensure that adequate shares will be
available under the 2015 Plan for future grants and to make certain other
amendments to the 2015 Plan regarding award threshold limits was as follows:



 Number of Votes       Number of Votes       Number of Votes          Number of
    Voted For           Voted Against          Abstaining          Broker Non-Votes
        4,866,491               804,036               246,760              8,600,844











The result of the vote to ratify the selection of EisnerAmper LLP as the
Company's independent registered public accounting firm for fiscal year 2021 was
as follows:



 Number of Votes       Number of Votes       Number of Votes          Number of
    Voted For           Voted Against          Abstaining         Broker Non-Votes
       13,893,647               223,615               400,869                     -

The result of the vote on the advisory resolution to approve the Company's executive officer compensation was as follows:





 Number of Votes       Number of Votes       Number of Votes          Number of
    Voted For           Voted Against          Abstaining          Broker Non-Votes
        4,478,976             1,075,261               363,050              8,600,844




The result of the vote on the resolution to approve the issuance of additional
shares of common stock to Aspire Capital Fund, LLC pursuant to Nasdaq Listing
Rule 5635(d) was as follows:



 Number of Votes       Number of Votes       Number of Votes          Number of
    Voted For           Voted Against          Abstaining          Broker Non-Votes
        4,978,376               724,556               214,355              8,600,844


Item 8.01 Other Events.



Immediately following the Annual Meeting, the Board reconstituted the membership
of its four standing committees. The Audit Committee now consists of Diana G.
Purcel (Chairwoman), Terence J. Cryan and Peter E. Slaiby. The Board also
determined that Ms. Purcel is an "audit committee financial expert" within the
meaning of the regulations of the Securities and Exchange Commission. The
Compensation Committee now consists of Mr. Cryan (Chairman) and Ms. Purcel. The
Nominating and Corporate Governance Committee now consists of Mr. Cryan
(Chairman) and Ms. Purcel. The Health, Safety and Environment Committee now
consists of Clyde W. Hewlett (Chairman), George H. Kirby III, and Mr. Slaiby, as
well as Chris Bukoksy and Lorren Livingston, as the two representatives of the
Company's senior management team on this committee.



On December 23, 2020, the Company issued a press release announcing the election
of the new directors on the Board, as well as the other results of the Annual
Meeting. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated December 23, 2020 regarding the results of the Annual

Meeting.

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