Business Context and Reporting Period
This Form 8-K Current Report was filed by Ocean Power Technologies, Inc. on May 9, 2016, regarding events occurring on May 5, 2016. The filing addresses corporate governance changes, specifically the election of new directors and their associated compensatory arrangements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and compensation details.
Material Changes
The primary material change reported is the expansion of the Board of Directors. On May 5, 2016, the Board elected Mr. Steven M. Fludder and Mr. Robert K. Winters to serve until the 2016 annual meeting of stockholders. Mr. Fludder was additionally appointed to the Compensation Committee.
Management Commentary and Compensation Details
Both new directors were appointed to leverage their specific industry expertise: Mr. Fludder brings experience in clean technology and energy engineering, while Mr. Winters offers 25 years of experience in global equity and fixed income markets. Their compensation packages are consistent with the Company's past practice for non-employee directors:
- Annual Cash Retainer: $45,000 per director, payable quarterly in arrears.
- Equity Award: An initial grant of stock options with a fair value of $10,000 (calculated using the Black-Scholes formula) on the date of grant.
The filing states there are no undisclosed arrangements or understandings regarding the selection of these individuals.
Investor Verification Checklist
- Verify the qualifications and background of the newly elected directors, Mr. Fludder and Mr. Winters, as detailed in the filing.
- Confirm the total annual cash and equity compensation obligations for the new board members ($55,000 total value per director).
- Review the attached Press Release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.