UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2023

Plug Power Inc.

(Exact name of registrant as specified in its charter) 

(518) 782-7700

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): 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to 12(b) of the Act:

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. ¨

(e)  As described under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of stockholders of Plug Power Inc. (the “Company”) held on June 27, 2023 (the “Annual Meeting”), the Company’s stockholders approved each of (i) the amendment to the Plug Power Inc. 2021 Stock Option and Incentive Plan, as amended (the “Incentive Plan”), to increase the number of shares of the Company’s common stock available for issuance under the Incentive Plan by 11,370,000 shares from 40,030,000 shares to 51,400,000 shares, adjust the fungible share counting ratio from 1.35 to 1.28 and clarify that the treatment of outstanding equity awards upon a sale event is “double-trigger” acceleration, and (ii) the Plug Power Inc. 2023 Employee Stock Purchase Plan (“ESPP”). The amendment to the Incentive Plan and the ESPP were previously approved and adopted by the Board of Directors of the Company on May 10, 2023, subject to stockholder approval, and became effective upon the receipt of stockholder approval at the Annual Meeting.

The foregoing summary of the amendment to the Incentive Plan and the ESPP is qualified in its entirety by reference to the text of the Incentive Plan and the ESPP, as applicable, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein. The material terms of the Incentive Plan, as amended, and the ESPP are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 16, 2023 (the “Proxy Statement”).

On June 27, 2023, the Company held the Annual Meeting. Of the 600,003,033 shares of common stock of the Company issued and outstanding and eligible to vote as of the record date of April 28, 2023, a quorum of 337,256,085 shares of common stock, or 56.2% of the outstanding shares, were present in person or by proxy. At the Annual Meeting, the Company’s stockholders voted upon the following matters:

At the Annual Meeting, the stockholders elected Jonathan M. Silver and Kyungyeol Song as Class III Directors, approved the amendment to the Incentive Plan, approved the ESPP, approved the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers, selected a one year interval as the frequency of future non-binding, advisory votes to approve 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, 2023.

Set forth below are the final voting results for each matter voted upon:

Proposal 1 - Election of Class II Directors

Proposal 2 - Approval of an Amendment to the Plug Power Inc. 2021 Stock Option and Incentive Plan

Proposal 3 - Approval of the Plug Power Inc. 2023 Employee Stock Purchase Plan

Proposal 4 - Non-binding, Advisory Vote on Named Executive Officer Compensation

Proposal 5 - Non-binding, Advisory Vote on the Frequency of Future Non-binding, Advisory Votes to Approve Named Executive Officer Compensation

Proposal 6 - Ratification of Appointment of Deloitte

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.