UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): May 9, 2016 (May 5, 2016)
OCEAN POWER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33417 |
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22-2535818 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1590 Reed Road |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant's telephone number, including area code: (609) 730-0400 |
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(Former name or former address, if changed since last report.) |
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:
☐ 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 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On May 5, 2016, the Board of Directors of Ocean Power Technologies, Inc. (the “Company”) elected Mr. Steven M. Fludder and Mr. Robert K. Winters to the Company’s Board of Directors to serve until the Company’s 2016 annual meeting of stockholders and until their respective successors are elected and qualified. The Board of Directors also appointed Mr. Fludder to serve on the Compensation Committee. A copy of the press release issued by the Company announcing their election is attached hereto as Exhibit 99.1.
Mr. Fludder is currently Chief Executive Officer with alpha-En, a publicly traded innovative clean technology company focused on enabling next generation battery technologies by developing high purity lithium products. Prior to alpha-En, Mr. Fludder was Chief Executive of AECOM’s global Energy and Water practice. Prior to AECOM, he was Senior Executive Vice President, Division General Manager and Samsung group officer where he was head of worldwide sales and marketing for Samsung Engineering, a global engineering, procurement and construction (EPC) firm serving a broad range of energy industries including power, oil & gas, petrochemicals, and metallurgy. He was subsequently President of Samsung Techwin Power Systems Division. Mr. Fludder holds a Master’s degree in Mechanical Engineering from the Massachusetts Institute of Technology, a Bachelor’s degree in Mechanical Engineering from Columbia University, and a second Bachelor of Science degree from Providence College.
In connection with his appointment and consistent with the Company’s past practice, Mr. Fludder will participate in the non-employee director compensation arrangements offered by the Company from time to time including a cash retainer and an equity award. Specifically, Mr. Fludder will receive a $45,000 annual retainer, payable quarterly in arrears, and an equity award in the form of a an initial grant of stock options to purchase shares of the Company’s common stock with a fair value of $10,000 (based on the Black-Scholes formula) on the date of grant.
Mr. Winters brings 25 years of experience and expertise in global equity and fixed income markets to OPT. Currently, Mr. Winters is an Executive Vice President and the General Manager of Alpha IR Group’s New York City office. Alpha IR Group is a holistic investor relations consulting firm that provides strategic counsel and informs the decision-making of America’s leading public companies. Prior to Alpha IR, Mr. Winters was a Partner and Portfolio Manager with Zesiger Capital Group, a New York City based investment management firm, where he sourced and managed investments for a nearly $1 billion global portfolio. Prior to Zesiger Capital Group, Mr. Winters was a Managing Director and Senior Natural Resource Analyst at Bear Sterns and Company for almost 10 years. Mr. Winters also worked as an equity research analyst for Credit Suisse First Boston and started his career as an international trader analyst with Kilpatrick & Cody in Washington, D.C. Mr. Winters is a graduate of Georgetown University with a Bachelor of Arts in International Relations and History.
In connection with his appointment and consistent with the Company’s past practice, Mr. Winters will participate in the non-employee director compensation arrangements offered by the Company from time to time including a cash retainer and an equity award. Specifically, Mr. Winters will receive a $45,000 annual retainer, payable quarterly in arrears, and an equity award in the form of an initial grant of stock options to purchase shares of the Company’s common stock with a fair value of $10,000 (based on the Black-Scholes formula) on the date of grant.
There are no arrangements or understandings between either Mr. Fludder or Mr. Winters and any other persons pursuant to which either individual was selected as a director. There are no transactions involving either Mr. Fludder or Mr. Winters required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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99.1 Press Release of Ocean Power Technologies, Inc. dated May 9, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OCEAN POWER TECHNOLOGIES, INC. |
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Date: May 9, 2016 |
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/s/ Mark A. Featherstone |
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Mark A. Featherstone |
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Chief Financial Officer |
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Exhibit 99.1
Ocean Power Technologies Announces Election of Two New Directors
Pennington, NJ – May 9, 2016 -- Ocean Power Technologies, Inc. (Nasdaq: OPTT) (“OPT” or “the Company”), a leading wave energy technology company, announced today that Steven M. Fludder and Robert K. Winters were elected to the Board of Directors effective May 5, 2016.
Mr. Fludder brings more than 30 years of global executive leadership in energy and infrastructure markets. He is currently Chief Executive Officer with alpha-En, a publicly traded innovative clean technology company focused on enabling next generation battery technologies by developing high purity lithium products. Prior to alpha-En, Mr. Fludder was Chief Executive of AECOM’s global Energy and Water practice. Prior to AECOM, he was Senior Executive Vice President, Division General Manager and Samsung group officer where he was head of worldwide sales and marketing for Samsung Engineering, a global engineering, procurement and construction (EPC) firm serving a broad range of energy industries including power, oil & gas, petrochemicals, and metallurgy. He was subsequently President of Samsung Techwin Power Systems Division. Prior to Samsung, Mr. Fludder served as a Vice President and General Electric corporate officer where he led GE’s companywide environmental business initiative “ecomagination”. Earlier in his career at GE, Mr. Fludder held executive leadership roles in the Water, Energy Services, Energy China, and Aircraft Engines divisions. He has significant experience scaling and growing energy related technology businesses through start-ups, acquisitions and turnarounds. Mr. Fludder holds a Master’s degree in Mechanical Engineering from the Massachusetts Institute of Technology, a Bachelor’s degree in Mechanical Engineering from Columbia University, and a second Bachelor of Science degree from Providence College.
Mr. Winters brings 25 years of experience and expertise in global equity and fixed income markets. Currently, Mr. Winters is an Executive Vice President and the General Manager of Alpha IR Group’s New York City office. Alpha IR Group is a holistic investor relations consulting firm that provides strategic counsel and informs the decision-making of America’s leading public companies. Prior to Alpha IR, Mr. Winters was a Partner and Portfolio Manager with Zesiger Capital Group, a New York City based investment management firm, where he sourced and managed investments for a nearly $1 billion global portfolio. Prior to Zesiger Capital Group, Mr. Winters was a Managing Director and Senior Natural Resource Analyst at Bear Sterns and Company for almost 10 years, where he focused on energy, metals, and mining. Mr. Winters also worked as an equity research analyst for Credit Suisse First Boston and started his career as an international trader analyst with Kilpatrick & Cody in Washington, D.C. Mr. Winters’ experience has focused on small-cap and mid-cap companies, including working with management teams to provide strategic and tactical advice around improving corporate performance. Mr. Winters is a graduate of Georgetown University with a Bachelor of Arts in International Relations and History.
Terence J. Cryan, Chairman of the Board of OPT, commented, “We are pleased to welcome Steven and Robert to the OPT Board of Directors. Steve brings a broad range of executive, commercial, operational, and technical experience in alternative energy and traditional energy markets. Bobby brings broad experience in company and industry analysis, portfolio management, investor relations, and business strategy and communications for small-cap and mid-cap companies. Both Steve and Bobby’s experience and backgrounds will further enhance and round out the expertise of our Board. We believe their strong experience will help us execute our business strategy. We look forward to their contributions.”
About Ocean Power Technologies
Headquartered in Pennington, New Jersey, Ocean Power Technologies (Nasdaq: OPTT) is a pioneer in renewable wave-energy technology that converts ocean wave energy into electricity. OPT's proprietary PowerBuoy® technology is based on a modular design and has undergone periodic ocean testing since 1997. OPT specializes in advanced autonomous (not grid connected), cost-effective, and environmentally sound ocean wave based power generation and management technology.
Forward-Looking Statements
This release may contain "forward-looking statements" that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 the Company's current expectations about its future plans and performance. These forward-looking statements rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the Company. Please refer to the Company's most recent Forms 10-Q and 10-K and subsequent filings with the SEC for a further discussion of these risks and uncertainties. The Company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.
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CONTACT: Company: | |
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Mark A. Featherstone |
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Chief Financial Officer |
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Ocean Power Technologies, Inc. |
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Phone: (609) 730-0400 |
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Investor Relations: |
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Andrew Barwicki |
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Barwicki Investor Relations Inc. |
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Phone: (516) 662-9461 |
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E-mail: andrew@barwicki.com |