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 Act of 1934
Date of Report (Date of earliest event reported): September 10, 2018
Ocean Power Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33417 | 22-2535818 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
28
Engelhard Drive |
08831 | |
| (Address of principal executive offices) | (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)) |
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 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 10, 2018, the Board of Directors of Ocean Power Technologies, Inc. (the “Board”) elected Ms. Kristine S. Moore to the Company’s Board of Directors, effective immediately. The Board of Directors also appointed Ms. Moore to serve as Chairman of the Health, Safety and Environment Committee. The Board has determined that Ms. Moore is an independent director under applicable NASDAQ rules.
From December 2015 through April 2018, Ms. Moore served as non-executive director at Achilles Ltd., a global private-equity held company based in London. Prior to Achilles, Ltd. from 2001 to 2015, Ms. Moore was with Royal Dutch Shell (“Shell”), an international energy company. During this time, Ms. Moore held various positions at Shell; during 2015 Ms. Moore was Vice President of Contracting and Procurement; from 2011 to 2014, Vice President of Contracting and Procurement Operations and Group Materials Management; from 2001 to 2007, Vice President of Global Functions Sourcing; and from 2001 to 2007, Ms. Moore held various managerial positions. Prior to Shell, Ms. Moore from 2000 to 2001 served as Vice President of Marketing and Sales for Quaris, Inc. Ms. Moore began her career at International Business Machines where she held various positions. Ms. Moore is a graduate of Rice University with a Bachelor of Science in Civil Engineering.
There are no arrangements or understandings between Ms. Moore and any other person pursuant to which she was selected as a director, and there are no transactions in which Ms. Moore has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing Ms. Moore’s election is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
*Furnished herewith.
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.
| Date: September 13, 2018 | |
| OCEAN POWER TECHNOLOGIES, INC. | |
| /s/ George H. Kirby III | |
| George H. Kirby III | |
| President and Chief Executive Officer |
Exhibit 99.1
 |
NEWS RELEASE |
Ocean Power Technologies Welcomes Kristine S. Moore as its Newest Member of its Board of Directors
Ms. Moore possesses extensive experience in the oil and gas markets
MONROE TOWNSHIP, N.J., September 11, 2018 (GLOBE NEWSWIRE) – Ocean Power Technologies (Nasdaq: OPTT), a leader in innovative and cost-effective ocean energy solutions today announced that Kristine S. Moore was elected to the Board of Directors effective September 10, 2018.
Ms. Moore brings over 25 years of international senior executive experience and a wealth of commercial, technical and transformational expertise to Ocean Power Technology.
Having served in global leadership roles with Royal Dutch Shell and IBM, Ms. Moore gained in-depth experience in the energy, technology and industrial sectors, with emphasis in Integrated Oil & Gas. Leveraging a background spanning sales and marketing, supply chain management, business development, deal making, and partnerships, she has a track record of developing forward-thinking corporate strategies that deliver far-reaching results. Her operational experience extends across established and emerging markets in the Americas, Europe, Africa and Southeast Asia.
Terence J. Cryan, Chairman of the Board of OPT, commented, “We are excited to welcome Kristine Moore to our Board of Directors. The Board was very deliberate in this search process to locate a candidate with the depth and breadth of experience needed to round out the credentials, skillset, and experiences of the Board members. We will benefit from Kristine’s strong leadership skills and considerable business experiences, including specific expertise in offshore Oil & Gas, which expands our Board’s collective capabilities. We look forward to working closely with Kristine, who will be highly valuable to our company and its strategic direction going forward.”
About Ocean Power Technologies
Headquartered in New Jersey, Ocean Power Technologies aspires to transform the world through durable, innovative and cost-effective ocean energy solutions. Our PB3 PowerBuoy™ uses ocean waves to provide clean, reliable and persistent electric power and real-time communications for remote offshore applications in markets such as oil and gas, defense, security, science and research, and communications. To learn more, visit www.oceanpowertechnologies.com.
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.
Investor Relations Contact:
Steve Calk or Jackie Marcus
Alpha IR Group
Phone 312 445-2870
Email: OPTT@alpha-ir.com