Plug Power Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code:
N/A
(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 (see General Instruction A.2. below):
Securities registered pursuant to 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name of each exchange on which registered | ||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 3, 2025, Plug Power Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders voted upon the following matters:
| 1. | The election of each of Mark J. Bonney, Gregory L. Kenausis and George C. McNamee as a Class II Director, each to hold office until the Company’s 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. |
| 2. | The approval of an amendment to the Company’s amended and restated certificate of incorporation, as amended (the “Charter”), to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 shares to 3,000,000,000 shares (the “Authorized Share Increase Proposal”). |
| 3. | The approval of an amendment to the Company’s Charter to, at the discretion of the Company’s Board of Directors (the “Board of Directors”), effect a reverse stock split with respect to the Company’s issued common stock, including stock held by the Company as treasury shares, at a ratio of not less than 1-for-5 and not more than 1-for-200, with the exact ratio to be determined by the Board of Directors (the “Reverse Stock Split Proposal”). |
| 4. | The approval of an amendment to the Company’s Charter to provide that the authorized number of shares of the Company’s common stock or undesignated preferred stock may be increased or decreased by the requisite vote of the holders of capital stock entitled to vote thereon, without either class voting as a separate class irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (the “Class Vote Amendment Proposal”). |
| 5. | The approval of an amendment to the Company’s Charter to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the Delaware General Corporation Law (the “Officer Exculpation Amendment Proposal”). |
| 6. | The approval of an amendment to the Company’s 2021 Stock Option and Incentive Plan, as amended (the “2021 Plan”), to increase the number of shares of the Company’s common stock reserved thereunder by 40,000,000 shares, from 51,400,000 shares to 91,400,000 shares (the ““2021 Plan Amendment Proposal”). |
| 7. | The approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. |
| 8. | The ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
Holders of the Company’s common stock were entitled to one vote per share on each proposal. As previously described in the Company’s proxy statement, the holder of record of the one outstanding share of the Company’s Series F Mirroring Preferred Stock was entitled to 45,000,000,000 votes and had the right to vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to the Reverse Stock Split Proposal. Such holder voted in the same proportion as the shares of common stock (excluding any shares of common stock that were not voted) were voted on the Reverse Stock Split Proposal.
At the Annual Meeting, the stockholders elected each of Mark J. Bonney, Gregory L. Kenausis and George C. McNamee as a Class II Director, approved the Reverse Stock Split Proposal, the 2021 Plan Amendment Proposal and the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, and ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. As the Authorized Share Increase Proposal, the Class Vote Amendment Proposal and the Officer Exculpation Amendment Proposal each failed to receive the affirmative vote of a majority of shares outstanding entitled to vote on each such matter, such proposals were not approved.
Set forth below are the final voting results for each matter voted upon:
Proposal 1 - Election of Class II Directors
| Director | For | Withheld | Broker Non-Votes | ||||||||
| Mark J. Bonney | 246,774,895 | 37,175,711 | 209,615,406 | ||||||||
| Gregory L. Kenausis | 245,679,720 | 38,270,886 | 209,615,406 | ||||||||
| George C. McNamee | 231,970,923 | 51,979,683 | 209,615,406 | ||||||||
Proposal 2 –Amendment of the Company’s Charter to Increase the Number of Authorized Shares of the Company’s Common Stock
| For | Against | Abstain | Broker Non-Votes | |||||||
| 415,854,005 | 69,496,674 | 8,215,333 | 0 | |||||||
Proposal 3 - Amendment of the Company’s Charter to Effect a Reverse Stock Split
| For | Against | Abstain | Broker Non-Votes | |||||||
| 27,023,485,874 | 17,749,292,789 | 720,787,349 | 0 | |||||||
Proposal 4 - Amendment of the Company’s Charter to Provide that the Authorized Number of Shares of the Company’s Common Stock or Undesignated Preferred Stock May Be Increased or Decreased by the Requisite Vote of the Holders Entitled to Vote Thereon
| For | Against | Abstain | Broker Non-Votes | |||||||
| 248,993,038 | 27,889,100 | 7,068,468 | 209,615,406 | |||||||
Proposal 5 - Amendment of the Company’s Charter to Provide for Exculpation of Officers
| For | Against | Abstain | Broker Non-Votes | |||||||
| 236,380,667 | 41,166,963 | 6,402,976 | 209,615,406 | |||||||
Proposal 6 – Amendment of the Company’s 2021 Plan to Increase the Number of Shares of the Company’ s Common Stock Reserved Thereunder
| For | Against | Abstain | Broker Non-Votes | |||||||
| 230,914,326 | 46,760,977 | 6,275,303 | 209,615,406 | |||||||
Proposal 7 - Non-binding, Advisory Vote on Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||
| 219,177,523 | 55,316,977 | 9,456,106 | 209,615,406 | |||||||
Proposal 8 - Ratification of Appointment of Deloitte
| For | Against | Abstain | Broker Non-Votes | |||||||
| 465,447,869 | 18,318,196 | 9,799,947 | 0 | |||||||
SIGNATURES
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.
| PLUG POWER INC. | ||
| July 8, 2025 | By: | /s/ Paul Middleton |
| Paul Middleton | ||
| Chief Financial Officer | ||