Ocean Power Technologies Board Postpones Annual Meeting After Failing to Obtain Enough Shareholder Support to Achieve a Quorum; Vote Paragons’ BLUE Proxy Now to Save OPT
- None.
- OPT's inability to obtain a quorum for its annual meeting reflects shareholder disapproval of financial results and board actions
- The OPT board's decisions have had a significant cost on the company, leading to concerns about entrenchment and shareholder value
Insights
The postponement of Ocean Power Technologies' annual meeting due to a lack of quorum is indicative of shareholder dissatisfaction. The inability to convene a quorum, especially after a delay, signals a significant governance issue. The Delaware court's acknowledgment of Paragon's right to review OPT's records concerning defensive measures, such as the 'poison pill' and bylaw amendments, suggests that these actions may have been reactionary to Paragon's influence. This could point to a potential misalignment between the board's actions and shareholder interests, which is a critical aspect of corporate governance.
Furthermore, the adoption of a 'poison pill' strategy, particularly in the context of a long history of net operating losses (NOLs), raises questions about the timing and intent behind such a move. Historically, poison pills are used to prevent hostile takeovers, but when implemented in response to an active shareholder campaign, they can be perceived as a tool for entrenchment. This entrenchment can lead to significant legal costs, which, as highlighted, could have been avoided with more open shareholder engagement.
The financial implications of the board's actions at OPT are multifaceted. The legal battles and defensive strategies such as the adoption of a poison pill and restrictive bylaw amendments can be costly, potentially impacting the company's financial stability. These costs, if significant, could indeed affect OPT's share price and overall market performance. Shareholders may be concerned about the potential for value destruction through increased expenses and dilution of shares.
Moreover, the call to action for shareholders to vote using the BLUE proxy card suggests a push for a strategic shift at the board level, which could result in changes in the company's direction. A successful campaign by Paragon could lead to a restructuring of the board and possibly a new strategy that may focus on profitability and shareholder value. However, the uncertainty surrounding this proxy battle and its outcome could introduce volatility in the stock's performance in the short term.
From a corporate governance perspective, the situation at OPT exemplifies the tensions that can arise between a board and its shareholders. The board's refusal to use a universal proxy card, which would simplify the voting process for shareholders and the implementation of advance notice provisions, may be perceived as barriers to shareholder participation in the governance process. These actions can lead to a loss of investor confidence and may ultimately have a deleterious effect on shareholder value.
It is crucial for shareholders to understand the implications of board decisions on their rights and the value of their investment. The emphasis on voting with the BLUE proxy card indicates an active effort to challenge the current board's approach and potentially instigate changes that align more closely with shareholder interests. The outcome of this struggle for control could set a precedent for shareholder rights and board accountability in similar situations.
EASTON, PA / ACCESSWIRE / February 1, 2024 / Paragon Technologies, Inc. ("Paragon"), a diversified holding company, owning approximately
This morning, OPT postponed its annual meeting due to OPT's inability to obtain a quorum. OPT's failure to obtain a quorum for its "2023" annual meeting reflects disapproval from shareholders related to OPT's financial results and board actions. After months of soliciting shareholders and moving its "2023" annual meeting into 2024, the OPT board has failed to convince more than half of its shareholders to vote.
On January 31, the judge in Paragon's books and records litigation against OPT confirmed that Paragon is entitled to review materials relating to OPT's decision to adopt a poison pill and bylaw changes that created new, burdensome advance notice provisions after Paragon informed OPT of its intent to seek board representation. After having significant NOLs for over 30 years, the OPT board decided to adopt an NOL poison pill only after Paragon began its campaign for change. This led the Delaware court to previously conclude that "the context and timing of the bylaw amendments and poison pill suggest that thwarting [Paragon] was the board's primary basis or driving purpose for such actions."
OPT's decisions to adopt a poison pill, adopt new and unfair advance notice provisions, refuse to provide books and records to Paragon, appeal the court's books and record decision, refuse to use a universal proxy card, and attempt to increase Paragon's expenses at every step of the way have had a significant cost on OPT The OPT board could have saved millions of dollars by just facilitating a fair election and letting shareholders vote! As OPT continues to slide towards insolvency, when will it disclose to shareholders how many millions the board has spent trying to save their board seats?
The OPT board seems laser-focused on entrenchment, but not so focused on preserving precious cash, making a profit, being honest with shareholders, or facilitating a fair election for shareholders.
If you have voted to Withhold on the white proxy, you should revote the BLUE proxy instead to make your vote against the incumbent directors count. A withhold vote on the white card does not support Paragon's nominees and only enables the current board to take further measures to diminish shareholder value, further dilute shareholders and increase their compensation.
Voting ONLY the BLUE proxy card is a vote for change at the board level and the only way to change the direction of OPT's share price.
If you didn't receive a BLUE PROXY CARD and want to vote to send OPT's Board and CEO a message to stop the destruction of shareholder value, please let us know and we will arrange to have the BLUE PROXY CARD sent to you.
Please email us at ir@pgntgroup.com with any questions about how to vote your BLUE proxy card.
We appreciate the support from shareholders thus far. If shareholders have any questions, please contact our Proxy Solicitor, Alliance Advisors at:
Alliance Advisors
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Toll-Free Phone: 855-200-8651
Email: OPTT@allianceadvisors.com
No matter how many shares you hold, we would like to hear from you. Please email us at ir@pgntgroup.com if you need any help in voting your BLUE proxy.
By voting on Paragon's BLUE universal proxy card, you can send a message to OPT that you do not support their actions in relation to the Annual Meeting and attempting to block the recognition of Paragon's nominees.
OPT has said that it will disregard proxy votes in favor of Paragon's director nominees. Whether OPT may lawfully disregard Paragon's director nominees is an issue that Paragon expects will be resolved by the Delaware courts.
Stockholders should review the section of Paragon's proxy statement titled "Questions And Answers Relating To This Proxy Solicitation--Why is OPT saying it will disregard Paragon's director nominations, and how does that impact proxies that stockholders provide to Paragon?"
Paragon Technologies, Inc., together with the other participants named herein, has filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and an accompanying proxy card soliciting votes for the election of director nominees at the 2023 annual meeting of shareholders of Ocean Power Technologies, Inc., a Delaware corporation (the "company").
Paragon Technologies, Inc. is the beneficial owner of 2,639,853 shares of common stock of the company, par value
Paragon Technologies, Inc., and Paragon's director nominees Hesham M. Gad, Shawn M. Harpen, Jack H. Jacobs, and Samuel S. Weiser, are the participants in the proxy solicitation. Mr. Gad, Executive Chairman of Paragon's Board of Directors and Chief Executive Officer of Paragon, and Messrs. Jacobs and Weiser, directors of Paragon, may be deemed to beneficially own the shares of the company's common stock held by Paragon. Ms. Harpen does not own beneficially or of record any securities of the company. Updated information regarding the participants and their direct and indirect interests in the solicitation, by security holdings or otherwise, has been and will be included in Paragon's proxy statement and other materials filed with the SEC.
SHAREHOLDERS OF THE COMPANY SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE COMPANY'S ANNUAL MEETING, PARAGON'S SOLICITATION OF PROXIES AND PARAGON'S NOMINEES TO THE BOARD. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV OR FROM PARAGON TECHNOLOGIES, INC. REQUESTS FOR COPIES SHOULD BE DIRECTED TO PARAGON'S PROXY SOLICITOR.
SOURCE: Paragon Technologies Inc.
View the original press release on accesswire.com
FAQ
What is the reason for the postponement of OPT's annual meeting?
What is the significance of Paragon's books and records litigation against OPT?
Why are shareholders urged to revote the BLUE proxy instead of the white proxy?
How can shareholders request a BLUE PROXY CARD?
