Paragon issues statement on postponed Ocean Power annual meeting

Paragon Technologies, owning approximately 4.8% of the outstanding shares of Ocean Power Technologies, issues the following statement to OPT shareholders: “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.”