If you owned shares of Plug Power Inc. as of the record date of December 12, 2025, you have the right to vote on important proposals at the Special Meeting of Stockholders on January 29, 2026. Every vote counts. Find critical information here: https://www.plugpower.com/plug-power-special-meeting-details-1-29-26/
Why is this meeting important?
Each proposal is critical to our ability to operate and grow.
- Proposal 1: Amendment to Modernize Voting Standards
Proposal #1 would modernize the Company’s voting standards by aligning the Company’s charter with current Delaware corporate law. If approved, this amendment would allow certain future charter amendments to be approved by a majority of votes cast, where permitted under the Delaware General Corporation Law (DGCL).
This change ensures that outcomes are determined by the stockholders who actively participate in the voting process, rather than by shares that are not voted at all. Under the Company’s current charter, shares that are not voted effectively have the same impact as votes cast against a proposal, which can prevent proposals from passing even when a clear majority of voting stockholders support them.
By aligning with current Delaware standards, this proposal helps ensure that stockholder intent is reflected more accurately and that the Company is governed in a manner consistent with modern corporate practices.
- Proposal 2 – Increase in Authorized Shares of Common Stock
Proposal #2 is essential to the Company’s ability to meet its financial obligations, maintain operating flexibility, and continue executing its business plan. Approval of this proposal would increase the number of authorized shares of common stock, providing the Company with the flexibility required to satisfy obligations as they come due and to support the ongoing needs of the business.
If Proposal #2 is not approved, the Company will implement a reverse stock split in order to create sufficient share availability to meet its financial obligations and maintain business flexibility
What are the Board of Directors’ recommendations on how I should vote my shares?
The Board unanimously recommends that you vote your shares as follows:
Proposal 1 — FOR the approval of an amendment to the Company’s charter to adjust the voting requirements for certain future amendments to the charter to align with Section 242(d)(2) of the DGCL.
Proposal 2 — FOR the approval of an amendment to the Company’s charter to increase the number of authorized shares of the Company’s common stock from 1,500,000,000 to 3,000,000,000 shares.
Proposal 3 — FOR the approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes for the approval of Proposal 1 or Proposal 2.