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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Check the appropriate box:

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Plug Power Inc.
(Name of Registrant as Specified In Its Charter)

 
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TablePLUG POWER INC.
968 Albany Shaker Road
Latham, NY 12110

April 5, 2019

Dear Stockholder:

        You are cordially invited to attend the 2019 Annual Meeting of ContentsStockholders (the "Annual Meeting") of Plug Power Inc., a Delaware corporation (the "Company"), to be held on Thursday, May 9, 2019, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018.

        The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the Annual Meeting.

        Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to attend the Annual Meeting. You may vote over the internet, by telephone or by mail. If you have any questions, please contact Mackenzie Partners, Inc., which is assisting with the solicitation, toll-free at (800) 322-2885 or at proxy@mackenziepartners.com.

        Thank you for your continued support of Plug Power.

Sincerely,

/s/ ANDREW MARSH

Andrew Marsh
President and Chief Executive Officer


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2019:

Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at:
www.proxyvote.com


IMPORTANT VOTING INFORMATION

STOCKHOLDERS MAY REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS.

        Plug Power Inc. has made materials for its special2019 annual meeting of stockholders (the "Special"Annual Meeting"), to be held on Monday, October 23, 2017,Thursday, May 9, 2019, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018, available to stockholders on the Internet via www.proxyvote.com or via sendmaterial@proxyvote.com. Upon request, printed versions or e-mail versions of these materials will be made available to stockholders through www.proxyvote.com, by telephoning 1-800-579-1639 or by emailing sendmaterial@proxyvote.com. Further instructions to stockholders can be found on the notice of the SpecialAnnual Meeting.


INFORMATION REGARDING ADMISSION TO THE SPECIALANNUAL MEETING

        In accordance with our security procedures, all stockholders attending the SpecialAnnual Meeting must present valid picture identification upon entry.

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PLUG POWER INC.
968 Albany Shaker Road
Latham, NY 12110

September 18, 2017
Dear Stockholder:

        You are cordially invited to attend a special meeting of Stockholders (the "Special Meeting") of Plug Power Inc., a Delaware corporation (the "Company"), to be held on Monday, October 23, 2017, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018.

        Your vote is very important, regardless of the number of shares of our voting securities that you own. I encourage you to vote by telephone, over the Internet, or by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Special Meeting, whether or not you plan to attend. If you attend the Special Meeting, you will, of course, have the right to revoke the proxy and vote your shares in person.

        If your shares are held in the name of a broker, trust, bank or other nominee, and you receive notice of the Special Meeting through your broker or through another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote in person.

        On behalf of the Board of Directors, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the Special Meeting in person. Thank you for your support of our company.

Sincerely,



/s/ ANDREW MARSH
Andrew Marsh
President and Chief Executive Officer


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 23, 2017:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:

www.proxyvote.com

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PLUG POWER INC.
968 Albany Shaker Road
Latham, NY 12110
(518) 782-7700

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held on Monday, October 23, 2017
Thursday, May 9, 2019

        NOTICE IS HEREBY GIVEN that the special meeting2019 Annual Meeting of stockholders (the "Special Meeting")Stockholders of Plug Power Inc., a Delaware corporation (the "Company"), will be held on Monday, October 23, 2017,Thursday, May 9, 2019, at 10:00 a.m., Eastern Time, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 (the "Annual Meeting") for the following purposes, which arepurpose of considering and voting upon:


        With respect to eligible stockholders who share a single address, we may send only one notice or proxy statement to that address unless we receive instructions to the contrary from any stockholder at that address. This practice, known as "householding,""householding", is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate notice or proxy statement in the future, he or she may contact Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110, Attn: Investor Relations or call the Company at (518) 782-7700 and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of our notice or proxy statement can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee.

        We hereby undertake to deliver promptly, upon written or oral request, a copy of the notice or proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to Investor Relations at the address or phone number set forth above.

        You may receive more than one set of voting materials, including multiple copies of the notice for the SpecialAnnual Meeting or this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a notice of the SpecialAnnual Meeting for shares held in your name and a notice or voting instruction card for shares held in street name. Please follow the directions provided in the notice for the SpecialAnnual Meeting and each additional notice or voting instruction card you receive to ensure that all your shares are voted.

Why am I receiving the notice for the Special Meeting and this proxy statement, but not voting materials?

        You may be receiving the notice for the Special Meeting and this proxy statement because you were a record holder of Common Stock and/or the Series C Preferred Stock as of the time of the filing and effectiveness of any of the Share Increase Amendments or the Reverse Stock Split Amendment and, therefore, pursuant to Section 204 of the DGCL, are entitled to notice of the time, place and purpose of the Special Meeting. However, unless you are also a holder of record of the Common Stock and/or Series C Preferred Stock at the close of business on the Record Date (defined below), you are not entitled to attend or vote at the Special Meeting, so voting materials would not have been provided to you in connection with the notice for the Special Meeting and this proxy statement. Please see "Who can help answer my questions?" below if you have further questions about the materials you received.

        The record date to determine the stockholders entitled to notice of, and to vote at, the SpecialAnnual Meeting is the close of business on September 14, 2017March 22, 2019 (the "Record Date"). The Record Date was established by the Board of Directors as required by Delaware law. On the Record Date, 227,524,855243,904,166 shares of the Company's Common Stockcommon stock, par value $0.01 per share (the "Common Stock"), and 2,620 shares of the Company's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), were issued and outstanding and entitled to vote at the SpecialAnnual Meeting.


Table As of Contentsthe Record Date, the Series C Preferred Stock was convertible into 2,782,075 shares of Common Stock. As of the record date, there were approximately 1,346 holders of record of the Common Stock and two holders of record of the Series C Preferred Stock. However, management believes that a significant number of shares of Common Stock are held by brokers under a "nominee name" and that the number of beneficial stockholders of the Common Stock exceeds 92,000.

        Only holders of record of the Common Stock and the Series C Preferred Stock at the close of business on the Record Date may vote at the SpecialAnnual Meeting or any adjournment or postponement thereof.


        Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter to be voted upon. Each share of Series C Preferred Stock outstanding on the Record Date is entitled to a number of votes equal to the number of whole shares of Common Stock into which such share of Series C Preferred Stock is convertible (calculated by aggregating all shares of Series C Preferred Stock held by each record holder and rounding the number of shares of Common Stock issuable upon their conversion down to the nearest whole share) as of the Record Date on each matter to be voted upon. As of the Record Date, each share of Series C Preferred Stock was convertible into 1,061.86081,061.861 shares of Common Stock.

        The presence, in person or by proxy, of the holders of a majority in voting power of the outstanding shares of Common Stock and Series C Preferred Stock, taken together as a single class, entitled to vote at the SpecialAnnual Meeting is necessary to constitute a quorum for the transaction of business at the SpecialAnnual Meeting. If youFor purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a stockholder of record, your shares will be counted towards the quorum only if you appear in person at the Special Meetingproxy, or submit a valid proxy to ensure your sharesthat are represented at the Special Meeting. If you are a beneficial owner of shares held in "street name," your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Special Meeting. AbstentionsAnnual Meeting, as well as any abstentions and broker non-votes, if any, will be counted towards the quorum requirement.non-votes. If a quorum is not present or represented at the SpecialAnnual Meeting, the chairman of the meeting or the holders of a majority of the shares represented, and who would be entitled to vote at the SpecialAnnual Meeting if a quorum were present, may adjourn the SpecialAnnual Meeting from time to time without notice or other announcement until a quorum is present or represented.

        If your shares are registered directly in your name with Broadridge Corporate Issuer Solutions, Inc., our stock transfer agent for our Common Stock, you are considered the stockholder of record with respect to those shares. The notice of the SpecialAnnual Meeting has been sent directly to you by us.

If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in "street name."name". A notice of the SpecialAnnual Meeting or this proxy statement and voting instruction card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerningon how to vote your shares. You will receive instructions from your nominee explaining how you can vote your shares by usingand whether they permit Internet or telephone voting. Follow the instructions from your nominee included with these proxy materials, or contact your nominee to request a proxy form. We encourage you to provide voting instructions they included into your nominee. This ensures that your shares will be voted at the mailing or by following their instructions for voting by telephone or the Internet.Annual Meeting according to your instructions.

        Under New York Stock Exchange ("NYSE") rules, if you hold shares through a bank, broker or other institution and you do not timely provide voting instructions to them before the Annual Meeting, that firm has the discretion to vote your shares only on proposals that are routine as determined by the NYSE. Such firm will not have the discretion to vote your shares on proposals that are non-routine as determined by the NYSE. Broker non-votes occur when shares arerepresented at the Annual Meeting held indirectly throughby a broker bank or other intermediaryare not voted on behalf of a beneficial owner (referred to as held in "street name") and the broker submits a proxy for such shares but does not vote for a matter because the broker has not received voting instructions from the beneficial owner or person entitled to vote such shares and (i)either the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the "NYSE"), brokers are permitted to exercise discretionary voting authority only on "routine" matters when voting instructions


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have not been timely received from a beneficial owner. Each of the Ratifications and the Adjournment Proposal is considered a "routine" matter. Therefore, if you do not provide voting instructions to your broker regarding the Ratifications or the Adjournment Proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposals.

If I am a beneficial owner of shares, can my brokerage firm vote my shares?

        If you are a beneficial owner and do not vote via the Internet or telephone or by returning a signed voting instruction card to your broker, your shares may be voted only with respect to so-called "routine" matters where your broker has discretionary voting authority over your shares. Under the rules of the NYSE, each of the Ratifications and the Adjournment Proposal is a "routine" matter. Accordingly, brokers will have such discretionary authority to vote on each of the Ratifications and the Adjournment Proposal and may, in their discretion, vote "FOR" or "AGAINST", or "ABSTAIN" from voting on each or any of the Ratifications and the Adjournment Proposal.

        We encourage you to provide instructions to your brokerage firm via the Internet or telephone or by returning your signed voting instruction card. This ensures that your shares will be voted in accordance with your instructions at the Special Meeting with respect to all of the proposals described in this proxy statement.

        Your proxy will be voted according to your instructions. If you are a stockholder of record and do not vote via the Internet or telephone or by returning a signed proxy card, your shares will not be voted unless you attend the SpecialAnnual Meeting and vote your shares. If you vote via the Internet or telephone and do not specify contrary voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. Similarly, if you sign and submit your proxy card with no instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.

        You may attend the SpecialAnnual Meeting if you are listed as a stockholder as of the Record Date and bring proof of your identity. If you hold your shares in "street name" through a broker or other nominee, you will need to provide proof of your identity and proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of the Record Date or, a nominee issued proxy if you wish to vote your shares in person at the Special Meeting.Annual Meeting, a nominee issued proxy.

        Your vote is very important to us. Whether or not you plan to attend the SpecialAnnual Meeting, please vote by proxy in accordance with the instructions on your proxy card or voting instruction card (from your broker or other intermediary). There are three convenient ways of submitting your vote:


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        The Board of Directors has appointed Andrew Marsh, President and Chief Executive Officer, and Gerard L. Conway, Jr., General Counsel, Corporate Secretary and Senior Vice President, to serve as the proxies for the SpecialAnnual Meeting.

        If you complete all of the proxy card except one or more of the voting instructions, then the designated proxies will vote your shares as to which you provide no voting instructions in the manner described under "What if I do not specify how I want my shares voted?" below. We do not anticipate that any other matters will come before the SpecialAnnual Meeting, but if any other matters properly come


before the SpecialAnnual Meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.

        If you hold your shares in "street name," and complete the voting instruction card provided by your broker or other intermediary except with respect to one or more of the voting instructions, then your broker may be able to vote your shares with respect to the proposal as to which you provide no voting instructions. See "If I am"What is a beneficial owner of shares, can my brokerage firm vote my shares?broker non-vote?" above.

        Even if you currently plan to attend the SpecialAnnual Meeting, we recommend that you vote by telephone or Internet or return your proxy card or voting instructions as described above so that your votes will be counted if you later decide not to attend the SpecialAnnual Meeting or are unable to attend. Attendance at the SpecialAnnual Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described under "Can I change my vote or revoke my proxy?" belowbelow.

        AsWith respect to the election of a director (Proposal 1), votes may be cast in favor of or withheld from the nominee. With respect to each of the RatificationsProposals 2, 3, and the Adjournment Proposal,4, stockholders may vote for the proposal, against the proposal, or abstain from voting on the proposal.

        The Board of Directors recommends that you vote your shares as follows:

        Proposal 1—FOR the 2000 Share Increase Amendment Ratification.election of each of the three nominees of the Board of Directors as a Class II Director of the Company;

        Proposal 2—FOR the 2014 Share Increaseapproval of the Amendment Ratification.and Restatement of the Company's Second Amended and Restated 2011 Stock Option and Incentive Plan;

        Proposal 3—FOR the 2017 Share Increase Amendment Ratification.approval of the advisory resolution regarding the compensation of the Company's named executive officers; and

        Proposal 4—FOR the Reverse Stock Split Amendment Ratification.ratification of KPMG LLP as the Company's independent auditors for 2019.

        Proposal 5—FOR the Adjournment Proposal.


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        If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the designated proxies will vote your shares for each proposal as to which you provide no voting instructions, in the following manner:

        Proposal 1—FOR the 2000 Share Increase Amendment Ratification.election of each of the three nominees of the Board of Directors as a Class II Director of the Company;

        Proposal 2—FOR the 2014 Share Increaseapproval of the Amendment Ratification.and Restatement of the Company's Second Amended and Restated 2011 Stock Option and Incentive Plan;

        Proposal 3—FOR the 2017 Share Increase Amendment Ratification.approval of the advisory resolution regarding the compensation of the Company's named executive officers; and

        Proposal 4—FOR the Reverse Stock Split Amendment Ratification.

        Proposal 5—FORratification of KPMG LLP as the Adjournment Proposal.Company's independent auditors for 2019.

        If you are a street name holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee may be able to vote those shares. See "If I am"What is a beneficial owner of shares, can my brokerage firm vote my shares"broker non-vote?" above.


        Yes. If you are a record holder, you may revoke your proxy at any time before it is voted on any matter (without, however, affecting any vote taken prior to such revocation) by any of the following means:

        If you are a street name holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions. Please contact your broker or other nominee and follow its directions to change your vote.

        With respect to the election of directors (Proposal 1), the affirmative vote of a plurality of the votes cast is necessary to elect a nominee as a director of the Company. Approval of each of the Ratifications will require the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common StockProposals 2, 3 and Series C Preferred Stock, voting together as a single class, entitled to vote on such proposal at the Special Meeting. The approval of the Adjournment Proposal4 requires the affirmative vote of a majority in voting power of the outstanding shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the SpecialAnnual Meeting and entitled to vote on the Adjournmentsuch Proposal.

        Abstentions are included in the determination of the number of shares present at the SpecialAnnual Meeting for determining a quorum at the meeting. Abstentions will have no effect in determining the same effect as a vote againstoutcome of the election of directors (Proposal 1). For each of the Ratifications because such proposals require the affirmative vote by the holders of a majority in voting power of the outstanding shares entitled to vote. Abstentions will also have the effect


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of a vote against the Adjournment Proposal, as the sharesProposals 2, 3 and 4, abstentions will be presentincluded in person or by proxy atdetermining the meetingnumber of shares present and entitled to vote on the AdjournmentProposal, thus having the effect of a vote against the Proposal.

        Broker non-votes, if any, are included in the determination of the number of shares present at the SpecialAnnual Meeting for determining a quorum at the meeting. As described above, under the rules of the NYSE, the Ratifications and the Adjournment Proposal are considered to be "routine" matters. Accordingly, brokers will have discretionary authority to vote on the Ratifications and the Adjournment Proposal and may, in their discretion, vote "FOR" or "AGAINST", or "ABSTAIN" from voting on each or any of the Ratifications and the Adjournment Proposal. Broker non-votes, if any, would count as votes againstare not counted in determining the Ratificationsnumber of shares present and entitled to vote and will therefore have no effect on the Adjournment Proposal.outcome for Proposals 1, 2, 3 and 4.

Do I have any dissenters' or appraisal rights with respect to any of the matters to be voted on at the Special Meeting?

        No. None of our stockholders has any dissenters' or appraisal rights with respect to the matters to be voted on at the Special Meeting.

        Our Board of Directors is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of Common Stock and collecting voting instructions. We may use our officers and employees to ask for proxies, as described below. In addition, we have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of $15,000 plus reimbursement of expenses.


        No. In addition to the solicitation of proxies by use of the mail, our officers and employees, as well as MacKenzie Partners, Inc., may solicit the return of proxies, either by mail, telephone, fax, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. The fees of MacKenzie Partners, Inc. as well as the reimbursement of expenses of MacKenzie Partners, Inc. will be borne by us. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the Common Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock.

        The Company expects to publish the voting results in a Current Report on Form 8-K, which it expects to file with the SEC within four business days following the SpecialAnnual Meeting.

        The information provided above in this "Question and Answer" format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this proxy statement. If you have any questions, or need additional material, please feel free to contact the firm assisting us in the solicitation of proxies, MacKenzie Partners, Inc., if you have any questions or need assistance in voting your shares. Banks and brokers may call MacKenzie Partners, Inc. at (212) 929-5500. Shareholders may callcontact MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at PROXY@MACKENZIEPARTNERS.COM.



PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

        At the Annual Meeting, three Class II Directors will be elected, each to serve until the Annual Meeting of Stockholders in 2022 and until such director's successor is duly elected and qualified or until such director's earlier resignation or removal. The Board of Directors has nominated George C. McNamee, Johannes M. Roth, and Gregory L. Kenausis for re-election as Class II Directors. Shares represented by each properly executed proxy will be voted for the re-election of George C. McNamee, Johannes M. Roth, and Gregory L. Kenausis as directors, unless contrary instructions are set forth on such proxy. Each nominee has agreed to stand for re-election and to serve, if elected, as a director. However, if any nominee fails to stand for re-election or is unable to accept election, the proxies will be voted for the election of such other person as the Board of Directors may recommend.

Vote Required

        A quorum being present, the affirmative vote of a plurality of the votes cast is necessary to elect a nominee as a director of the Company. You may vote "FOR" all nominees, "WITHHOLD" for all nominees, or "WITHHOLD" for any nominee(s) by specifying the name of the nominee(s) on your proxy card. Votes that are withheld will be excluded entirely from the vote and will have no effect on the vote. Broker non-votes will also have no effect on the outcome of the election of directors.


Recommendation of the Board

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTEFOR THE ELECTION OF EACH OF THE NOMINEES OF THE BOARD OF DIRECTORS AS A CLASS II DIRECTOR OF THE COMPANY.


INFORMATION ABOUT OUR DIRECTORS

        The number of directors of the Company is presently fixed at nine (9), and the Board of Directors currently consists of nine (9) members. The Board of Directors is divided into three classes, with three (3) directors in Class I, three (3) directors in Class II, and three (3) directors in Class III. Directors in Classes I, II and III serve for three-year terms with one class of directors being elected by the Company's stockholders at each Annual Meeting of Stockholders.

        The Board of Directors has nominated George C. McNamee, Johannes M. Roth, and Gregory L. Kenausis for re-election as Class II Directors.

        The Board of Directors has determined that Ms. Helmer and Messrs. McNamee, Willis, Silver, Roth, Kenausis, Schneider and Graves are independent directors as defined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the "NASDAQ Rules").

        The positions of Chief Executive Officer and Chairman of the Board are currently each filled by a different individual, Andrew Marsh and George C. McNamee, respectively. If the position of Chairman of the Board is vacant, or if he or she is absent, the Chief Executive Officer presides, when present, at meetings of stockholders and of the Board of Directors.

        Set forth below is certain information regarding the directors of the Company, including the three Class II Directors who have been nominated for re-election at the Annual Meeting. The ages of and biographical information regarding the nominees for re-election and each director who is not standing


for election is based on information furnished to the Company by each nominee and director and is as of March 22, 2018.

Name
 Age Director
Since		 

Class I—Term Expires 2021

       

Andrew Marsh

  63  2008 

Gary K. Willis(1)(2)

  72  2003 

Maureen O. Helmer(1)(3)

  62  2004 

Class II—Term Expires 2019

       

George C. McNamee(2)*

  72  1997 

Johannes M. Roth(2)(3)*

  40  2013 

Gregory L. Kenausis(1)*

  50  2013 

Class III—Term Expires 2020

       

Lucas P. Schneider(3)

  50  2017 

Gregory B. Graves(1)

  58  2017 

Jonathan Silver(3)

  61  2018 
*
Nominee for re-election.

(1)
Member of the Audit Committee.

(2)
Member of the Compensation Committee.

(3)
Member of the Corporate Governance and Nominating Committee.

        The principal occupation and business experience for at least the last five years for each director of the Company is set forth below. The biographies of each of the directors below contains information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and the Board to determine that the person should serve as a director.

Andrew J. Marsh has served as Chief Executive Officer, President and member of the Board of Directors of the Company since April 2008. As President and CEO, Marsh plans and directs all aspects of the organization's policies and objectives, and is focused on building a company that leverages Plug Power's combination of technological expertise, talented people and focus on sales growth to continue the Company's leadership stance in the future alternative energy economy. Previously, Mr. Marsh was a co-founder of Valere Power, where he served as CEO and Board Member from the Company's inception in 2001 through its sale to Eltek ASA in 2007. Under his leadership, Valere grew into a profitable global operation with over 200 employees and $90 million in revenues derived from the sale of DC power products to the telecommunications sector. During Mr. Marsh's tenure, Valere Power received many awards such as the Tech Titan award as the fastest growing technology company in the Dallas/Fort Worth area and the Red Herring Top 100 Innovator Award. Prior to founding Valere, he spent almost 18 years with Lucent Bell Laboratories in a variety of sales and technical management positions. Mr. Marsh represents the Company in its role as supporting member of the Hydrogen council, a global initiative of leading energy, transport and industry companies with a united vision and long-term ambition for hydrogen to foster the energy transition. Mr. Marsh is a member of the board of directors of GEVO, Inc. and the Capital Region Center for Economic Growth. Mr. Marsh holds a Bachelor of Science in Electrical Engineering Technology from Temple University, where he is a member of the 2017 Gallery of Success, a Master of Science in Electrical Engineering from Duke University and a Masters of Business Administration from Southern Methodist University. We believe Mr. Marsh's qualifications to sit on our Board include his record of success in leadership positions in technology companies having attributes similar to our Company, his extensive experience in


management positions as well as his educational background in engineering and business administration.

Gary K. Willis has been a director of the Company since 2003. Mr. Willis joined Zygo Corporation's Board of Directors in June 2009 after retiring as Chairman of the Board of Directors in November 2000, having served in that capacity since November 1998. Zygo Corporation, which was acquired in 2014 by Ametek, Inc., was a provider of metrology, optics, optical assembly, and systems solutions to the semiconductor, optical manufacturing, and industrial/automotive markets. Mr. Willis had been a director of Zygo Corporation since February 1992 and also served as President from 1992 to 1999 and as Chief Executive Officer from 1993 to 1999. Prior to joining Zygo Corporation, Mr. Willis served as the President and Chief Executive Officer of The Foxboro Company, a manufacturer of process control instruments and systems. Mr. Willis holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute. We believe Mr. Willis' qualifications to sit on our Board include his extensive experience in management and director positions with similar companies, as well as his educational background in mechanical engineering.

Maureen O. Helmer has been a director of the Company since 2004. Ms Helmer is currently a member of the law firm Barclay Damon, LLP and is the Co-Chair of the firm's Regulatory Practice Area. Prior to her joining Barclay Damon, LLP, Ms. Helmer was a member of Green & Seifter Attorneys, PLLC. From 2003 through 2006, she practiced as a partner in the law firm of Couch White, LLP and then as a solo practitioner. Ms. Helmer has advised international energy, telecommunications and industrial companies on policy and government affairs issues. In addition to serving as Chair of the New York State Public Service Commission ("PSC") from 1998 to 2003, Ms. Helmer also served as Chair of the New York State Board on Electric Generation Siting and the Environment. Prior to her appointment as Chair, Ms. Helmer served as Commissioner of the Public Service Commission from 1997 until 1998 and was General Counsel to the Commission from 1995 through 1997. From 1984 through 1995, Ms. Helmer held several positions in the New York Legislature, including Counsel to the Senate Energy Committee. She also served as a board member of the New York State Energy Research and Development Authority, the New York State Environmental Board and the New York State Disaster Preparedness Commission during her tenure as Chair of the PSC. In addition, she was Vice Chair of the Electricity Committee of the National Association of Regulatory Utility Commissioners and a member of the NARUC Board of Directors. She was also appointed to serve as a member of the New York State Cyber-Security Task Force. She formerly served as a board member of the Center for Internet Security, the Center for Economic Growth, and NY Women in Communications and Energy. Ms. Helmer earned her Bachelor of Science from the State University at Albany and her Juris Doctorate from the University of Buffalo law school. She is admitted to practice law in New York. We believe Ms. Helmer's qualifications to sit on our Board include her long history of experience with energy regulation, policy and government affairs and advising energy and industrial companies.

George C. McNamee serves as Chairman of the Company's Board of Directors and has served as such since 1997. He was previously Chairman of First Albany Companies (now GLCH) and a Managing Partner of FA Tech Ventures, an information and energy technology venture capital firm. Mr. McNamee's background in investment banking has given him broad exposure to many financing and merger and acquisition issues. As an executive, he has dealt with rapid- growth companies, technological change, crisis management, team building and strategy. As a public company director, Mr. McNamee has led board special committees, chaired audit committees, chaired three boards and has been an active lead director. Mr. McNamee has previously served on public company boards, including Mechanical Technology Inc. ("MTI") and Home Shopping Network ("HSN"). He has been an early stage investor, director and mentor for private companies that subsequently went public including MapInfo (now Pitney Bowes), META Group (now Gartner Group) and iRobot Corporation, where he served as a director from 1999 to 2016 and as lead director for the last 11 of those years. He


served as a NYSE director from 1999 to 2004 and chaired its foundation. In the aftermath of the 1987 stock market crash, he chaired the Group of Thirty Committee to reform the Clearance and Settlement System. Mr. McNamee has been active as a director or trustee of civic organizations including The Albany Academies and Albany Medical Center, whose Finance Committee he chaired for a dozen years. He is also a director of several private companies, a Sterling Fellow of Yale University and a Trustee of The American Friends of Eton College. He conceived and co-authored theTales of the Hoffman, which sold over 200,000 copies. He received his Bachelor of Arts degree from Yale University. We believe Mr. McNamee's qualifications to sit on our Board include his experience serving on countless boards, his background in investment banking and experience with the financial sector and its regulatory bodies.

Johannes M. Roth has been a director since April 2013. Mr. Roth is the founder and, since 2006, has been Managing Director and Chairman of FiveT Capital Holding AG, an investment holding company based in Switzerland with businesses specializing in asset management, risk management and alternative investments. Since 2006, Mr. Roth has been a board member of FiveT Capital AG, Zürich, Switzerland, which advises several long-only funds and operates an asset management business for high net-worth individuals. We believe Mr. Roth's qualifications to sit on our Board include his background in financial investments, financial and risk management and equity capital markets as well as his experience in management positions.

Gregory L. Kenausis has been a director since October 2013. Mr. Kenausis is the founding partner and since 2005 has been the Chief Investment Officer of Grand Haven Capital AG, an investment firm, where he is the head of research and trading activity and is responsible for managing the fund's operations and structure. We believe Mr. Kenausis's qualifications to sit on our Board include his background and senior level experience in financial investments, trading and management and equity capital markets.

Lucas P. Schneider has served as a director since March 2017. Prior to founding his current venture, Rollercast, LLC, Mr. Schneider has served as the Chief Executive Officer of Silvercar, an Austin, TX-based start-up that focuses on the rental car space and other vehicle mobility applications from 2012 until December, 2018. In 2017, Silvercar was acquired by Audi AG. Prior to Silvercar, Mr. Schneider was the Chief Technology Officer of Zipcar. He served at Flexcar as Chief Technology Officer and Vice President of Strategy. He has also held various positions with Ford. He received a Master of Business Administration, specializing in Operations and Strategy from the Tepper School of Business at Carnegie Mellon University and a Bachelor of Science degree in Mechanical Engineering from University of Texas at Austin. We believe Mr. Schneider's qualifications to sit on our Board include his extensive experience in helping guide companies, from start-ups to large enterprises, through major business milestones including IPOs, mergers, acquisitions, and product development.

Gregory B. Graves has served as a director since May 2017. Since 2007 Mr. Graves has served as Chief Financial Officer of Entergris, a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for manufacturing processes in the semiconductor and other high technology industries. Prior to that, he served as Senior Vice President, Strategic Planning & Business Development at Entergris. He held positions in investment banking and corporate development, including at U.S. BanCorp. Piper Jaffray from June 1998 to August 2002 and at Dain Rauscher (now RBC Capital Markets) from October 1996 to May 1998. Prior to 1996, he held positions with Deloitte, General Motors, and The Pillsbury Company. He served as Director of Therma-wave Inc. from December 2005 to May 2007. He is a Certified Public Accountant (non-current). Mr. Graves received a Bachelor of Science degree and Masters in Accounting from the University of Alabama and a Masters of Business Administration from the Darden School at the University of Virginia. We believe Mr. Graves's qualifications to sit on our Board include his background in accounting and finance.


Jonathan Silver has served as a director of the Company since June 2018. Mr. Silver is one of the nation's leading clean economy investors and advisors. Named one of the country's top-ten green-tech "influencers", Mr. Silver led both the federal government's $40 billion clean energy investment fund and its $20 billion fund focused on electric vehicles from 2009 to 2011. Today, Mr. Silver is the Managing Partner of Tax Equity Advisors LLC, a Registered Investment Advisor managing investments in solar power projects on behalf of large corporations. He has held that position since 2015. From 2016 to 2017, he served as Senior Advisor to Marathon Capital, a leading power industry-focused investment bank. He served is currently a Senior Advisor to ICF, one of the country's largest energy and environmental consulting firms, and to NextEra, a large energy provider. Mr. Silver has been a member of the board of directors of Intellihot, a leading player in the tankless water heating industry, since 2018, and earlier served on the boards of directors of energy efficiency company, EEmax, (from 2012 to 2015) and Sol Systems (from 2012 to 2014), a clean energy investment bank and the largest SREC (solar renewable energy credit) aggregator in the US. In 1999, Mr. Silver was the co-founder of Core Capital Partners, a successful venture capital investor in battery technology, advanced manufacturing, telecommunications and software. From 1990 to 1992, he was a Managing Director, and the Chief Operating Officer of Tiger Management, one of the country's largest and most successful hedge funds. He has also held senior operating positions (COO, Exec VP) in several companies. Mr. Silver began his career in 1984 at McKinsey and Company, a global management consulting firm, working on strategic planning efforts for some of the nation's largest financial institutions and corporations until 1998. Mr. Silver has served as a senior advisor to four U.S. Cabinet Secretaries: Energy (2009 to 2011), Commerce (1992 to 1993), Interior (1993 to 1995) and Treasury (1992 to 1994). He is, or has been, on the boards of the Wind Energy Foundation and American Forests (the nation's oldest forest conservation organization). We believe Mr. Silver's qualifications to sit on our board include his extensive experience with alternative energy industry.



COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

        The Board of Directors (the "Board") of the Company held 12 meetings during the fiscal year ended December 31, 2018 ("Fiscal 2018"). The Board has established three standing committees, an Audit Committee (the "Audit Committee"), a Compensation Committee (the "Compensation Committee"), and a Corporate Governance and Nominating Committee (the "Governance Committee"). During Fiscal 2018, each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of the Board on which the director served (during the periods that he or she served).

        Discussed below in greater detail, the Board administers its risk oversight function directly and through its Audit Committee, Corporate Governance and Nominating Committee, and Compensation Committee—see risk discussion in "Compensation Discussion and Analysis". The Board and each of these Committees regularly discuss with management our major risk exposures, their potential financial impact on Plug Power and the steps we take to manage them. The Audit Committee is responsible for oversight of Company risks relating to accounting matters, financial reporting and legal and regulatory compliance, while the Corporate Governance and Nominating Committee is responsible for oversight of risks relating to management and Board succession planning. The Compensation Committee is responsible for the oversight of risks related to compensation matters.

        The Chief Financial Officer and the General Counsel report to the Board regarding ongoing risk management activities at the regularly scheduled, quarterly Board meetings and may report on risk management activities more frequently, as appropriate. Additionally, risk management is a standing agenda item for the regularly scheduled, quarterly Audit Committee meetings.

Audit Committee

        The Audit Committee consists of Messrs. Graves (Chair), Willis, Kenausis, and Ms. Helmer. The Audit Committee held seven meetings during Fiscal 2018 and each member attended at least 75% of the meetings during the period in which such person served on the committee.

Audit Committee Report

        The Audit Committee of the Board is currently composed of four directors, each of whom is an independent director as defined in the NASDAQ Rules and the applicable rules of the Securities and Exchange Commission ("SEC"). In addition, the Board has made a determination that Mr. Graves qualifies as an "audit committee financial expert" as defined in the applicable rules of the SEC. Mr. Graves' designation by the Board as an "audit committee financial expert" is not intended to be a representation that he is an expert for any purpose as a result of such designation, nor is it intended to impose on him any duties, obligations, or liability greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board in the absence of such designation.

        The Audit Committee's primary responsibility is for oversight of the Company's accounting and financial reporting processes, audits of the Company's financial statements, and internal control over financial reporting. A more complete description of the Audit Committee's functions is set forth in the Audit Committee's charter which is published on the "Investors" section of the Company's website at www.plugpower.com.

        In accordance with the Audit Committee's charter, management has the primary responsibility for the financial statements and the financial reporting process, including maintaining an adequate system of internal controls over financial reporting. The Company's independent auditors, KPMG LLP ("KPMG"), report directly to the Audit Committee and are responsible for performing an independent


audit of the Company's consolidated financial statements and internal control over financial reporting, in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee, among other matters, is responsible for (i) appointing the Company's independent auditors, (ii) evaluating such independent auditors' qualifications, independence and performance, (iii) determining the compensation for such independent registered public accounting firm, and (iv) approving all audit and non-audit services. Additionally, the Audit Committee is responsible for oversight of the Company's accounting and financial reporting processes and audits of the Company's financial statements and internal control over financial reporting, including the work of the independent auditors. The Audit Committee reports to the Board with regard to:

        The Audit Committee reviewed and discussed with management of the Company and KPMG, the Company's 2018 quarterly unaudited interim consolidated financial statements and 2018 annual consolidated financial statements, including management's assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2018. Management has represented to the Audit Committee that the Company's consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and that the internal control over financial reporting was effective as of December 31, 2018.

        Additionally, the Audit Committee has discussed with KPMG any matters required to be discussed under professional standards which include, among other items, matters related to the conduct of the audits of the Company's annual consolidated financial statements and internal control over financial reporting. The Audit Committee has also discussed related party transactions, the critical accounting policies used in the preparation of the Company's annual consolidated financial statements, alternative treatments of financial information within U.S generally accepted accounting principles that KPMG discussed with management, if any, and the ramifications of using such alternative treatments and other written communications between KPMG and management.

        KPMG has provided to the Audit Committee the written disclosures and the letter required by the applicable Public Company Accounting Oversight Board requirements for independent auditors' communications with audit committees concerning auditor independence, and the Audit Committee discussed with KPMG that firm's independence. The Audit Committee has also concluded that KPMG's performance of services is compatible with KPMG's independence.

        The Audit Committee also discussed with KPMG their overall scope and plans for their audits of the consolidated financial statements and internal control over financial reporting, and met with KPMG, with and without management present, to discuss the results of their audits and the overall quality of the Company's financial reporting. The Audit Committee also discussed with KPMG whether there were any audit problems or difficulties, and management's response.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, the inclusion of audited consolidated financial


statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. This report is provided by the following independent directors, who constitute the Audit Committee:

Independent Auditors' Fees

        The following table presents fees for professional services rendered by KPMG for the integrated audit of the Company's annual financial statements and internal control over financial reporting and fees billed for other services rendered by KPMG:

 
 2018 2017 

Audit Fees

 $723,000 $670,000 

Audit-Related Fees

 $274,500 $202,500 

Tax Fees

  —  — 

All Other Fees

  —  — 
​​​ ​ ​​ ​ ​

Total

 $997,500 $872,500 

        In the above table, and in accordance with SEC definitions and rules: (1) "audit fees" are fees for professional services for the audit of the Company's consolidated financial statements included in Form 10-K, audit of the Company's internal controls over financial reporting, review of unaudited interim consolidated financial statements included in Form 10-Qs, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; (2) "audit-related fees" are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements; (3) "tax fees" are fees for tax compliance, tax advice, and tax planning; and (4) "all other fees" are fees for any services not included in the first three categories.

        The Audit Committee approved all audit and non-audit services provided to the Company by KPMG during Fiscal 2018.

Compensation Committee

        The Compensation Committee consists of Messrs. Willis (Chair), McNamee, and Roth, each of whom is an independent director under the NASDAQ Rules. The Compensation Committee held four meetings during Fiscal 2018. See "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" for a further description of the activities of the Compensation Committee in Fiscal 2018. The Compensation Committee's primary responsibilities include (i) discharging the responsibilities of the Board relating to compensation of the Company's executive officers, (ii) providing oversight of the Company's benefit, perquisite and employee equity programs, and (iii) reviewing the adequacy of the Company's management succession plans. A more complete description of the Compensation Committee's functions is set forth in the Compensation Committee's charter which is published on the "Investors" section of the Company's website atwww.plugpower.com.

Corporate Governance and Nominating Committee

        The Corporate Governance and Nominating Committee (the "Governance Committee") consists of Ms. Helmer (Chair) and Messrs. Schneider, Roth and Silver, each of whom is an independent director under the NASDAQ Rules. The Governance Committee held four meetings during Fiscal 2018. The Governance Committee's responsibilities include (i) establishing criteria for Board and


committee membership, (ii) considering director nominations consistent with the requirement that a majority of the Board be comprised of independent directors as defined in the NASDAQ Rules, (iii) identifying individuals qualified to become board members, and (iv) selecting the director nominees for election at each Annual Meeting of Stockholders. The Governance Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and periodically reviewing such guidelines and recommending any changes thereto. A more complete description of the Governance Committee's functions is set forth in the Governance Committee's charter which is published on the "Investors" section of the Company's website atwww.plugpower.com.

Director Compensation

        The Compensation Committee periodically reviews the Company's Non-Employee Director Compensation Plan (the "Plan") to ensure that the compensation aligns the directors' interests with the long-term interests of the stockholders and that the structure of the compensation is simple, transparent and easy for stockholders to understand. The Compensation Committee also considers whether the Plan fairly compensates the Company's directors when considering the work required in a company of the size and scope of the Company. Employee directors do not receive additional compensation for their services as directors.

        During 2018, the Compensation Committee engaged Radford, part of Aon plc, (Radford) as an independent compensation consultant to aid the Compensation Committee in its oversight of executive compensation and non-employee director compensation. See "Independent Compensation Consultant" under "Executive Compensation" for further discussion.

        Pursuant to the Plan, upon initial election or appointment to the Board, non-employee directors receive non-qualified stock options equivalent to $150,000 in value, with an exercise price equal to fair market value on the grant date, and that become fully vested and exercisable on the first anniversary of the grant date. Each year of a non-employee director's tenure, the director receives an equity grant equivalent to $125,000 in value that is paid 50% in non-qualified stock options and 50% in restricted Common Stock. The stock option portion of the grant has an exercise price equal to fair market value on the grant date and becomes fully vested and exercisable on the first anniversary of the grant date. The restricted Common Stock grant becomes fully vested on the first anniversary of the grant date.

        Under the Plan, each non-employee director is paid an annual retainer of $40,000 ($85,000 for any non-employee Chairman) for his or her services. Committee members receive additional annual retainers in accordance with the following table:

Committee
 Chairman Member 

Audit Committee

 $20,000 $15,000 

Compensation Committee

  15,000  5,000 

Corporate Governance and Nominating Committee

  10,000  5,000 

        These additional payments for service on a committee are due to the workload and broad-based responsibilities of the committees. The total amount of the annual retainer is paid in a combination of 50% cash and 50% Common Stock, provided that the director may elect to receive a greater portion (up to 100%) of the total retainer in Common Stock. All Common Stock issued for the annual retainers is fully vested at the time of issuance and is valued at its fair market value on the date of issuance. Non-employee directors are also reimbursed for their direct expenses associated with their attendance at board meetings.


Non-Employee Director Compensation Table

        The following table provides information for non-employee directors who served during Fiscal 2018.

Name
 Fees Earned
or Paid in
Cash(1) ($)		 Stock
Awards(2)
($)		 Option
Awards(3)
($)		 Total ($) 

Douglas Hickey(4)

  20,700  —  —  20,700 

Gary Willis

  70,000  62,500  49,556  182,056 

George McNamee

  90,000  62,500  49,556  202,056 

Gregory Kenausis

  55,000  62,500  49,556  167,056 

Johannes Minoh Roth

  53,016  62,500  49,556  165,072 

Gregory Graves

  60,000  62,500  49,556  172,056 

Maureen Helmer

  61,984  62,500  49,556  174,040 

Jonathan Silver(5)

  22,644  —  118,918  141,562 

Lucas Schneider

  45,000  62,500  49,556  157,056 
(1)
Each of the following non-employee directors elected to receive all or a portion of their fees in stock in lieu of cash in the following amounts: Douglas Hickey ($10,350), Gary Willis ($35,000), George McNamee ($45,000), Gregory Kenausis ($55,000), Johannes Minoh Roth ($53,016), Gregory Graves ($30,000), Maureen Helmer ($30,992), Jonathan Silver ($11,322) and Lucas Schneider ($22,500).

(2)
This column represents the aggregate grant date fair value of the stock award computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. Fair value is calculated using the closing price of the Common Stock on the date of grant. Stock awards granted to directors vest immediately. For additional information on stock awards, refer to note 15 of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by the non-employee directors. As of December 31, 2018, the following non-employee directors each held 29,621 shares of restricted stock: Gary Willis, George McNamee, Gregory Kenausis, Johannes Minoh Roth, Gregory Graves, Maureen Helmer, and Lucas Schneider.

(3)
This column represents the aggregate grant date fair value of the option award computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. For additional information on the valuation assumptions with respect to option awards, refer to note 15 of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by the non-employee directors. As of December 31, 2018, the non-employee directors held options to purchase shares of Common Stock as follows: Jonathan Silver (77,320), Gary Willis (236,064), George McNamee (258,464), Gregory Kenausis (193,964), Johannes Minoh Roth (203,964), Gregory Graves (128,731), Maureen Helmer (230,064) and Lucas Schneider (160,316).

(4)
Term as director ended May 16, 2018.

(5)
Term as director began June 25, 2018

Policy Governing Director Attendance at Annual Meetings

        The Board has adopted a formal policy that all directors are expected to attend the Company's Annual Meetings of Stockholders in person, unless doing so is impracticable due to unavoidable conflicts. At the time of the 2018 Annual Meeting, the Company had nine (9) directors, eight (8) of whom attended the 2018 Annual Meeting.

Policies Governing Director Nominations

        The Governance Committee's current policy with regard to the consideration of director candidates recommended by securityholders is that it will review and consider any director candidates who have been recommended by one or more of the stockholders of the Company entitled to vote in the election of directors in compliance with the procedures established from time to time by the Governance Committee. All securityholder recommendations for director candidates must be submitted to the Company's Corporate Secretary at Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110, who will forward all recommendations to the Governance Committee. We did not receive any securityholder recommendations for director candidates for election at the 2019 Annual Meeting. All securityholder recommendations for director candidates for election at the Company's 2020 annual meeting must be submitted to the Company's Corporate Secretary not less than 90 days nor more than 120 days prior to May 9, 2020, which dates are February 9, 2020 and January 10, 2020, respectively, and must include the following information:

        The Governance Committee has established criteria for membership on the Board. These criteria include the following specific, minimum qualifications that the Governance Committee believes must be met by a Governance Committee- recommended nominee for a position on the Board:


        In addition to the minimum qualifications for each nominee set forth above, the Governance Committee will recommend that the Board select persons for nomination to help ensure that:

        Finally, in addition to any other standards the Governance Committee may deem appropriate from time to time for the overall structure and composition of the Board, the Governance Committee, when recommending that the Board select persons for nomination, may consider whether the nominee has direct experience in the industry or in the markets in which the Company operates.

        The Governance Committee will recommend to the Board the nomination of the director candidates who it believes will, together with the existing members of the Board and other nominees, best serve the interests of the Company and its stockholders.

        In considering whether to recommend any candidate for inclusion in the Board's slate of recommended director nominees, including candidates recommended by shareholders, the Company's Corporate Governance and Nominating Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate's integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all shareholders. Our Corporate Governance Guidelines specify that the value of diversity on the Board should be considered by the Corporate Governance and Nominating Committee in the director identification and nomination process. The Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law. For a more comprehensive discussion of our Corporate Governance and Nominating Committee's current policy with regard to the consideration of director candidates, please refer to "Policies Governing Director Nominations."

        To review the effectiveness of assessing the diverse skills, qualifications and backgrounds of director nominations, the Board and each of the three standing Board Committees conduct annual self-evaluations. In addition, the Corporate Governance and Nominating Committee monitors the effectiveness of these procedures on an ongoing basis.

Contacting the Board of Directors

        You may contact any director of the Company by writing to them c/o Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110, Attention: Corporate Secretary. Your letter should clearly specify the name of the individual director or group of directors to whom your letter is addressed. Any communications received in this manner will be forwarded as addressed.



INFORMATION ABOUT OUR EXECUTIVE OFFICERS

        The names and ages of all executive officers of the Company and the principal occupation and business experience for at least the last five years for each are set forth below. The ages of and biographical information regarding each executive officer is based on information furnished to the Company by each executive officer and is as of March 22, 2019.

Executive Officers
AgePosition

Andrew Marsh

63President, Chief Executive Officer and Director

Paul B. Middleton

51Senior Vice President and Chief Financial Officer

Keith C. Schmid

56Senior Vice President and Chief Operating Officer

Gerard L. Conway, Jr. 

54General Counsel, Corporate Secretary and Senior Vice President

Jose Luis Crespo

49Vice President, Global Sales

Martin D. Hull

51Corporate Controller and Chief Accounting Officer

        The biographies of each of the executive officers below contains information regarding the person's service as an executive, business experience, director positions held currently or at any time during the last five years, and information regarding the experiences, qualifications, attributes or skills that caused the Corporate Governance Committee and the Board to determine that the person should serve as an executive officer.

Andrew Marsh's biographical information can be found in "Information about our Directors" in this Proxy Statement.

Paul B. Middleton joined Plug Power Inc. as Senior Vice President and Chief Financial Officer in 2014. Prior to Plug Power, Mr. Middleton worked at Rogers Corp., a global manufacturer and distributor of specialty polymer composite materials and components, from 2001 to 2014. During his tenure at Rogers Corp., Mr. Middleton served in many senior financial leadership roles, including Corporate Controller and Principal Accounting Officer, Treasurer and Interim Chief Financial Officer. Prior to Rogers Corp., Mr. Middleton managed all financial administration for the tools division of Coopers Industries from 1997 to 2001. Mr. Middleton holds a Master of Science in Accounting and a BBA from the University of Central Florida. Additionally, he is a Certified Public Accountant.

Keith C. Schmid joined Plug Power Inc. as Senior Vice President and Chief Operating Officer in 2013. Mr. Schmid served as President of SPS Solutions, a power solutions and energy storage consulting firm, from 2011 to 2013. Previously, Mr. Schmid served as CEO of Boston-Power Incorporated, a provider of large format lithium ion battery solutions, in 2011, and as President and CEO of Power Distribution Incorporated, a power distribution and protection company, from 2007 to 2010. In addition, Mr. Schmid held the position of General Manager, Industrial Energy Division-Americas for Exide Technologies from 2001 to 2007. Mr. Schmid holds a Master of Science degree in Engineering and an M.B.A. from the University of Wisconsin-Madison.

Gerard L. Conway, Jr. has served as General Counsel and Corporate Secretary since September 2004 and, since March 2009, has also served as Senior Vice President. In that capacity, Mr. Conway is responsible for advising the Company on legal issues such as corporate law, securities, contracts, strategic alliances and intellectual property. He also serves as the Compliance Officer for securities matters affecting the Company. During his tenure, Mr. Conway served as Vice President of Government Relations from 2005 to June 2008 and in that capacity he advocated on energy issues, policies, legislation and regulations on the state, federal, national and international levels on behalf of the Company and the alternative energy sector. Prior to his appointment to his current position, Mr. Conway served as Associate General Counsel and Director of Government Relations for the Company beginning in July 2000. Prior to joining Plug Power, Mr. Conway spent four years as an Associate with Featherstonhaugh, Conway, Wiley & Clyne, LLP, where he concentrated in government relations, business and corporate law. Mr. Conway has more than twenty years of experience in general


business, corporate real estate and government relations. Mr. Conway holds a Bachelor of Arts degree in English and Philosophy from Colgate University and a Juris Doctorate from Boston University School of Law.

Jose Luis Crespo joined the Company as Vice President of Business and International Sales in 2014. He was promoted to Vice President of Global Sales in January of 2015. Prior to joining the Company, Mr. Crespo served as Vice President of International Value Stream at Smiths Power, a supplier of power distribution, conditioning, protection and monitoring solutions for data centers, wireless communications and other critical or high-value electrical systems, from 2009 to 2013. Mr. Crespo holds a Masters in Business Administration from the University of Phoenix and a degree in Telecommunications Engineering from the Engineering University of Madrid, Spain.

Martin D. Hull joined Plug Power Inc. as Corporate Controller and Chief Accounting Officer in April 2015. Prior to that, he was a principal and director with the certified public accounting firm of Marvin and Company, P.C. from November 2012 to March 2015. Prior to that, Mr. Hull was with KPMG LLP, serving as partner from October 2004 to September 2012, and has a total of 24 years of public accounting experience. Mr. Hull holds a Bachelors of Business Administration with a concentration in Accounting from the University of Notre Dame.

        Subject to any terms of any employment agreement with the Company (as further described in this Proxy Statement), each of the executive officers holds his or her respective office until the regular annual meeting of the Board following the Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        We provide what we believe is a competitive total compensation package to our executive management team through a combination of base salary, annual incentive bonuses, long-term equity incentive compensation, and broad-based benefits programs. We place emphasis on pay-for-performance based incentive compensation, which is designed to reward our executives based on the achievement of predetermined performance goals. This Compensation Discussion and Analysis explains our compensation objectives, policies and practices with respect to each individual serving as our Chief Executive Officer or Chief Financial Officer during 2018 and the three most highly-compensated executive officers other than our Chief Executive Officer and Chief Financial Officer, who are collectively referred to as the "named executive officers."

Objectives of Our Executive Compensation Programs

        Our compensation programs for our named executive officers are designed to achieve the following objectives:


Independent Compensation Consultant

        During 2018, the Compensation Committee retained Radford as an independent compensation consultant to provide advisory services to aid the Compensation Committee in its oversight of executive and non-employee director compensation. Radford did not perform any other services for the Company in 2018. The Compensation Committee provided Radford with background regarding the goals of our compensation program and the parameters of the competitive review of executive compensation packages to be conducted by Radford. Radford was instructed to benchmark all components of compensation for all executive officer positions, including base salary, bonus and equity compensation. The Compensation Committee also instructed Radford to review the public disclosure by our peer companies concerning their executive compensation models and guidelines and compare them to our actual compensation practices.

        Our peer companies for 2018 included the following: AeroVironment, Allied Motion Technologies, Ambarella, Ballard Power Systems, CalAmp, Clean Energy Fuels, Clearfield, DSP Group, EMCORE, FormFactor, FuelCell Energy, Harmonic, Inphi, KVH Insdustries, Maxwell Technologies, MTS Systems, Nanometrics, PAR Technology, Phototronics, Rambus, Stoneridge, and Thermon Group.

Role of Stockholder Say-On-Pay Votes

        Following the results our say-on-pay frequency vote conducted in connection with our 2017 Annual Meeting of stockholders in which the highest number of votes were cast for an "annual" frequency for our non-binding advisory vote on executive compensation, we now provide our stockholders with the opportunity to cast an annual non-binding advisory vote on the compensation of our named executive officers (a "say-on-pay" vote). The next say-on-pay frequency vote on executive compensation will occur no later than our annual meeting of stockholders in 2023.

        In accordance with Section 14A of the Exchange Act, we are providing the Company's stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers at the Annual Meeting (See Proposal 3). At our last annual meeting of stockholders held in May 2018, we asked our stockholders, through an advisory vote, to approve the compensation of our named executive officers. The advisory vote received the approval of 72% of the votes cast on the proposal. Although the results of the say on pay vote are advisory and not binding on the Company, the Board or the Compensation Committee, we value the opinions of our stockholders and take the results of the say-on-pay vote into account when making decisions regarding the compensation of our named executive officers. In response to the advisory vote, the Company solicited feedback from certain of our shareholders and as a result of the feedback received, we have modified our equity compensation practices to include the grant of a mix of stock options and restricted stock to our named executive officers for 2018. We continued to be receptive to input from stockholders concerning our executive compensation programs and consider any such feedback when making design adjustments to our plans.

Our Executive Compensation Programs

        Our executive compensation primarily consists of base salary, annual incentive bonuses, long-term equity incentive compensation and broad-based benefits programs. Consistent with the emphasis we place on pay-for-performance based incentive compensation, long-term equity incentive compensation in the form of stock options and restricted stock constitute a significant portion of our total executive compensation.


        Within the context of the overall objectives of our compensation programs, our Compensation Committee determined the specific amounts of compensation to be paid to each of our executives in 2018 based on a number of factors, including:

        Each of the primary elements of our executive compensation is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation. Compensation paid to our named executive officers in 2018 is discussed under each element. In the descriptions below, we have identified particular compensation objectives which we have designed our executive compensation programs to serve; however, we have designed our compensation programs to complement each other and to collectively serve all of our executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we believe that, as a part of our overall executive compensation, each element to a greater or lesser extent serves each of our objectives.

        We pay our executives a base salary which we review and determine annually. We believe that a competitive base salary is a necessary element of any compensation program designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. Base salaries are, in part, established based on the individual experience, skills, expected contributions of our executives, and our executives' performance during the prior year.

        After a review of 2017 base salaries, and in consideration of the recommendations made by Radford, the annual base salaries of our named executive officers for 2018 and 2017 were as follows: Mr. Marsh—$600,000 in both 2018 and 2017; Mr. Middleton—$375,000 in both 2018 and 2017; Mr. Schmid—$391,000 in both 2018 and 2017; Mr. Conway—$335,000 in 2018 and $280,000 in 2017; and Mr. Crespo—$220,000 in both 2018 and 2017. Our executives' base salaries reflect the initial base salaries that we negotiated with each of our executives at the time of his or her initial employment or promotion and our subsequent adjustments to these amounts to reflect market increases, the growth and stage of development of our Company, our executives' performance and increased experience, any changes in our executives' roles and responsibilities, and other factors. The initial base salaries that we negotiated with our executives were based on our understanding of the market at the time, the


individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, the base salaries of our existing executives, and other factors.

        Our named executive officers are eligible to receive annual incentive bonuses based on our pay-for-performance incentive compensation program. They are eligible to receive annual incentive bonuses primarily based upon their performance as measured against predetermined individual performance goals, including financial measures, achievement of strategic objectives, and other factors. The primary objective of this program is to motivate and reward our named executive officers for meeting individual performance goals. We do not believe that every important aspect of executive performance is capable of being specifically quantified in a predetermined performance goal. For example, events outside of our control may occur after we have established the named executive officers' individual performance goals for the year that require our named executive officers to focus their attention on different or other strategic initiatives; thus, the individual performance goals may be modified during the fiscal year by the President and Chief Executive Officer, or the Board in the case of the President and Chief Executive Officer himself, to account for such events.

        Within our pay-for-performance incentive compensation program, specific performance attainment levels are indicated for each performance goal. These performance attainment levels correlate to potential bonus award amounts that are calculated as a percentage of each executive's base salary.

        We established target and threshold attainment levels for each of our named executive officers based on a percentage of his or her base salary. For Mr. Marsh, Mr. Middleton and Mr. Schmid, the target and threshold levels were set at 100% and 65%, respectively, of their base salary. For Mr. Crespo, the target and threshold levels were set at 200% and 100%, respectively, of his base salary. For Mr. Conway, the target and threshold levels were set at 75% and 50%, respectively, of his base salary. Because the annual incentive bonuses are payable based on the achievement of each of several different performance goals, the executive officer may earn a bonus in an amount equal to between 0% and 100% (or 0% and 200% in the case of Mr. Crespo, and 0% and 75% in the case of Mr. Conway) of his base salary given his actual performance. If a performance goal is not met, then the executive does not earn the portion of the bonus award attributable to that objective. The threshold level for each performance goal is considered challenging for the executive to attain, and the executive would meet expectations if he achieved this level. The target attainment level is considered the maximum, or target, level for each performance goal because it is most challenging for the executive to attain, and the executive would need to exceed expectations to achieve this level. The threshold and target performance attainment levels are intended to provide for correspondingly greater or lesser incentives in the event that performance is within an appropriate range above or below the target performance attainment level.

        In order to link each executive's performance to corporate-wide strategy, the executives' individual performance goals directly correlate to our corporate milestones, which are recommended by management and adopted or modified by the Board after appropriate consideration and review. The executives' individual performance goals are determined in the same way as the corporate milestones such that management reviews how each executive may contribute to the corporate milestones and recommends individual performance goals to the Board. The Board, after appropriate consideration and review, approves or modifies the individual performance goals. For 2018, the individual performance goals, as well as the corporate milestones, included: (i) gross billings of $180 million for the threshold and $200 million for target; (ii) EBITDAS of negative $4 million for threshold and break even for target; and (iii) free cash flows of negative $12 million for threshold and negative $4 million for target. Each performance goal is given a relative weighting for each executive such that the achievement of (or failure to achieve) certain objectives has a greater impact on the potential bonus award. For 2018, the goals were weighted as follows for Messrs. Marsh, Middleton, Schmid, Crespo and


Conway: revenue—20%, adjusted EBITDA—40% and free cash flows—40%. Adjusted EBITDA is defined as cash flows from operations, adjusted for change in working capital, depreciation and interest associated with power purchase agreement financings, cash based interest expense on corporate debt, and any restructuring and other non-recurring charges. Free cash flow is defined as the sum of net cash used in operating activities, net cash used for purchase of property, plant and equipment and contruction of leased property, and cash proceeds from financing power purchase agreement deployments, but excludes principal payments associated with operating leases.

        After completion of the fiscal year, initially the Chief Executive Officer and other members of management, as appropriate, make a recommendation to the Compensation Committee of the Board for each executive's potential bonus amount based on his level of attainment of each of his individual performance goals (with the exception of the Chief Executive Officer himself whose level of attainment is evaluated by the Compensation Committee directly). The Board, after review and discussion and recommendation from the Compensation Committee, determines the final level of attainment for each executive's individual performance goals.

        In 2018, Mr. Marsh earned a bonus of $300,000, or 50% of his annual base salary. Mr. Middleton earned a bonus of $187,500, or 50% of his annual base salary. Mr. Schmid earned a bonus of $195,500, or 50% of his annual base salary. Mr. Crespo earned a bonus of $220,000, or 100% of his annual base salary. Mr. Conway earned a bonus of $125,625, or 37.5% of his annual base salary. Annual bonus awards earned by the named executive officers in 2018 are reflected in the Non-Equity Incentive Plan Compensation column of the "Summary Compensation Table".

        For 2019, the individual performance goals for threshold level for Messrs. Marsh, Middleton, Schmid, Crespo, and Conway include: (i) gross billings of $230 million; (ii) adjusted EBITDA of break even; and (iii) a booking related to a fuel cell mobile application other than material handling.

        We grant long-term equity incentive awards in the form of stock options and restricted stock to executives as part of our total compensation package. Consistent with our emphasis on pay-for-performance based incentive compensation, these awards represent a significant portion of total executive compensation. Based on the stage of our Company's development and the incentives we aim to provide to our executives, we have chosen to use either stock options or a combination of stock options and restricted stock as our long- term equity incentive awards. Our decisions regarding the amount and type of long-term equity incentive compensation and relative weighting of these awards among total executive compensation have also been based on our understanding of market practices of similarly situated companies and our negotiations with our executives in connection with their initial employment or promotion by our Company.

        Additionally, the Board adopted stock ownership guidelines for executives, including the named executive officers, and these guidelines are also considered when granting long-term equity incentive awards to executives. The ownership guidelines provide a target level of Company equity holdings with which named executive officers are expected to comply within five (5) years or the date the individual is first appointed as an executive. The target stock holdings are determined as a multiple of the named executive officer's base salary (5x for the Chief Executive Officer and 3x for the other named executive officers) and then converted to a fixed number of shares using a 200-day average stock price. The following shares count in determining compliance with the stock ownership guidelines: (i) shares owned outright by the executive or his or her immediate family members residing in the same household; (ii) shares held in the Plug Power Inc. Savings and Retirement Plan; (iii) restricted stock issued as part of an executive's annual or other bonus whether or not vested; (iv) shares acquired upon the exercise of employee stock options; (v) shares underlying unexercised employee stock options times a factor of


thirty-three percent; and (vi) shares held in trust. The named executive officers who are required to be in compliance with the stock ownership guidelines are in compliance.

        Stock option awards provide our executive officers with the right to purchase shares of Common Stock at a fixed exercise price typically for a period of up to ten years, subject to continued employment with our Company. Stock options are earned on the basis of continued service and generally vest over three years, beginning with one-third vesting on the first anniversary of the grant date, one- third vesting on the second anniversary of the grant date and the final one-third vesting on the third anniversary of the grant date, subject to acceleration in certain circumstances. Stock option awards are made pursuant to our Second Amended and Restated 2011 Stock Option and Incentive Plan. Except as may otherwise be provided in the applicable stock option award agreement, stock option awards become fully exercisable upon a change of control. The exercise price of each stock option is the closing price of Common Stock on the NASDAQ Capital Market as of the option grant date.

        Grants to new hires and grants relating to an existing executive officer's promotion may be made on a periodic basis. All grants to executive officers are approved by the Compensation Committee. We consider a number of factors in determining the number of stock options, if any, to grant to our executives, including:

        Restricted stock awards provide our executive officers with a long-term incentive alternative to the stock option awards. Restricted stock awards vest subject to both continued employment of the executive by the Company and either time-based vesting or vesting based on satisfaction of specified performance objectives.

        In March 2019, in response to comments provided by a proxy advisory firm, the Board approved an amendment to our Second Amended and Restated 2011 Stock Option and Incentive Plan to require a minimum vesting period of one year required for all equity awards, other than a limited number of excepted awards. The Board also approved the adoption of a Policy for Recoupment of Incentive Compensation, or "clawback" policy as discussed below. Both the adoption of a minimum vesting requirement under our equity plan and a clawback policy serve to further promote our pay-for-performance philosophy.

        All full-time employees, including our named executive officers, may participate in our health and welfare benefit programs, including medical, dental, and vision care coverage, disability insurance and life insurance, and our 401(k) plan.

        The Compensation Committee considers whether the design of the Company's executive compensation program encourages senior executives to engage in excessive risk-taking. The Compensation Committee reviews the overall program design, as well as the balance between short-term and long-term compensation, the metrics used to measure performance and the award opportunity under the Company's incentive compensation program, and the implementation of other administrative features designed to mitigate risk such as vesting requirements and stock ownership


guidelines as described above. Based on its review, the Compensation Committee believes that the Company's executive compensation program is aligned to the interests of stockholders, appropriately rewards pay for performance, and does not promote unnecessary and excessive risk.

        In March 2019, our Compensation Committee and Board of Directors adopted a Policy for Recoupment of Incentive Compensation that covers incentive compensation paid to our executive officers, who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement and/or intentional misconduct by a covered executive, our Compensation Committee may require the covered executive to repay to us any excess compensation received by the covered executive during the covered period. For purposes of this policy, excess compensation means any annual cash bonus and long term equity incentive compensation received by a covered executive during the three-year period preceding the publication of the restated financial statement that the Independent Director Committee determines was in excess of the amount that such covered executive would have received had such annual cash bonus and long term equity incentive compensation been calculated based on the financial results reported in the restated financial statement.

Our Executive Compensation Process

        The Compensation Committee of our Board is responsible for determining the compensation for our named executive officers. The Compensation Committee is composed entirely of non-employee directors who are "independent" as that term is defined in the applicable NASDAQ rules. In determining executive compensation, our Compensation Committee annually reviews the performance of our executives with our Chief Executive Officer, and our Chief Executive Officer makes recommendations to our Compensation Committee with respect to the appropriate base salary, annual incentive bonuses and performance measures, and grants of long-term equity incentive awards for each of our executives. The Chairman of the Compensation Committee makes recommendations to the Compensation Committee with regards to the Chief Executive Officer's compensation. The Compensation Committee makes its determination regarding executive compensation and then recommends such determination to the Board. The Board ultimately approves executive compensation.

        As a result, the total amount of compensation that we paid to our executives, the types of executive compensation programs we maintained, and the amount of compensation paid to our executives under each program has been determined by our Compensation Committee and Board based on their understanding of the market, experience in making these types of decisions, and judgment regarding the appropriate amounts and types of executive compensation to provide.

Compensation Committee Report

The following Report of the Compensation Committee of the Board of Directors on Executive Compensation will not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed filed under such Acts.

        The Compensation Committee reviews and evaluates individual executive officers and determines the compensation for each executive officer (See "Executive Compensation"). The Compensation Committee also oversees management's decisions concerning the performance and compensation of other Company officers, administers the Company's incentive compensation and other stock-based


plans, evaluates the effectiveness of its overall compensation programs, including oversight of the Company's benefit, perquisite and employee equity programs, and reviews the Company's management succession plans. A more complete description of the Compensation Committee's functions is set forth in the Compensation Committee's charter which is published on the "Investors" section of the Company's website atwww.plugpower.com. Each member of the Compensation Committee is an independent director as defined in the NASDAQ Rules.

        In general, the Compensation Committee designs compensation to attract, retain and motivate a superior executive team, reward individual performance, relate compensation to Company goals and objectives and align the interests of the executive officers with those of the Company's stockholders. We rely upon our judgment about each individual—and not on rigid guidelines or formulas, or short-term changes in business performance—in determining the amount and mix of compensation elements for each senior executive officer. Key factors affecting our judgments include: the executive's performance compared to the goals and objectives established for the executive at the beginning of the year; the nature, scope and level of the executive's responsibilities; the executive's contribution to the Company's financial results; the executive's effectiveness in leading the Company's initiatives to increase customer value, productivity and revenue growth; and the executive's contribution to the Company's commitment to corporate responsibility, including the executive's success in creating a culture of unyielding integrity and compliance with applicable law and the Company's ethics policies.

        The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with Management. Based on its review and discussions with Management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the Company's proxy statement relating to the Company's 2019 annual meeting of stockholders. This report on executive compensation for is provided by the undersigned members of the Compensation Committee of the Board of Directors.

Gary K. Willis (Chairman)
George C. McNamee
Johannes M. Roth

Compensation Committee Interlocks and Insider Participation

        During 2018, Messrs. Willis (Chairman), McNamee, Roth and Hickey served as members of the Compensation Committee. None of them had any relationship with the Company requiring disclosure under applicable rules and regulations of the SEC.


Summary Compensation

        The following table sets forth information concerning compensation for services rendered in all capacities awarded to, earned by or paid in the last three fiscal years to the Company's named executive officers.

Name and Principal Position
 Year Salary
($)		 Stock
Awards
($)(1)		 Option
Awards
($)(2)		 Non-Equity
Incentive Plan
Compensation
($)(3)		 All Other
Compensation
($)		 Total
($)		 

Andrew J. Marsh

  2018  600,000  980,000  775,000  300,000  14,350(4) 2,669,350 

President, Chief Executive

  2017  600,000  —  2,366,000  150,000  14,100(4) 3,130,100 

Officer and Director

  2016  600,000  —  1,303,125  300,000  13,750(4) 2,216,875 

Paul B. Middleton

  
2018		  
375,000		  
392,000		  
310,000		  
187,500		  
14,350
(5)		 
1,278,850		 

Chief Financial Officer and

  2017  375,000  —  929,500  93,750  14,100(5) 1,412,350 

Senior Vice President

  2016  375,000  —  417,000  187,500  13,750(5) 993,250 

Jose Luis Crespo

  
2018		  
220,000		  
392,000		  
310,000		  
220,000		  
14,350
(6)		 
1,156,350		 

Vice President-Global

  2017  220,000  —  549,250  220,000  14,100(6) 1,003,350 

Sales

  2016  220,000  —  278,000  440,000  13,750(6) 951,750 

Keith Schmid

  
2018		  
391,000		  
490,000		  
387,500		  
195,500		  
14,350
(7)		 
1,478,350		 

Chief Operating Officer and

  2017  391,000  —  1,098,500  97,750  14,100(7) 1,601,350 

Senior Vice President

  2016  391,000  —  347,500  195,500  13,750(7) 947,750 

Gerard L. Conway, Jr. 

  
2018		  
301,154		  
392,000		  
310,000		  
125,625		  
14,350
(8)		 
1,143,129		 

General Counsel, Corporate

  2017  280,000  —  549,250  52,500  14,100(8) 895,850 

Secretary and Senior Vice

  2016  280,000  —  208,500  105,000  13,750(8) 607,250 

President

                      
(1)
This column represents the aggregate grant date fair value of the stock award computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. Fair value is calculated using the closing price of Plug Power stock on the date of grant. For additional information on stock awards, refer to note 15 of the Company's consolidated financial statements in the Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that will be recognized by the named executives.

(2)
This column represents the aggregate grant date fair value of the option award computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. For additional information on the valuation assumptions with respect to option awards, refer to note 15 of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense, excluding the impact of estimated forfeitures, for these awards, and do not correspond to the actual value that will be recognized by the named executives.

(3)
This column represents the dollar amount of bonuses earned by executives under our non-equity incentive plan.

(4)
Includes the Company's share of contributions on behalf of Mr. Marsh to the Plug Power 401(k) savings plan in the amount of $13,750, $13,500 and $13,250, in the years ended 2018, 2017 and 2016, respectively, and payments of $600, $600, and $500 for life insurance premiums in each of the years ended December 31, 2018, 2017 and 2016, respectively.

(5)
Includes the Company's share of contributions on behalf of Mr. Middleton to the Plug Power 401(k) savings plan in the amount of $13,750, 13,500 and $13,250 in the years ended December 31, 2018, 2017 and 2016, respectively, payment of $600, $600 and $500 for life insurance premiums in the years ended December 31, 2018, 2017 and 2016, respectively.

(6)
Includes the Company's share of contributions on behalf of Mr. Crespo to the Plug Power 401(k) savings plan in the amount of $13,750, $13,500, and 13,250 in the years ended December 31,2018, 2017 and 2016, respectively, and payment of $600, $600 and $500 for life insurance in the years ended December 31, 2018, 2017 and 2016, respectively.

(7)
Includes the Company's share of contributions on behalf of Mr. Schmid to the Plug Power 401(k) savings plan in the amount of $13,750, $13,500, and $13,250, in the years ended December 31, 2018, 2017, and 2016, respectively, and payment of $600, $600, and $500, for life insurance premiums for the years ended December 31, 2018, 2017, and 2016, respectively.

(8)
Includes the Company's share of contributions on behalf of Mr. Conway to the Plug Power 401(k) savings plan in the amount of $13,750, $13,500 and $13,250 in the years ended December 31, 2018, 2017 and 2016, respectively, payments of $600, $600, and $500 for life insurance premiums in each of the years ended December 31, 2018, 2017, and 2016, respectively.

        Pay Ratio Disclosure Rule.    Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee's annual total compensation to the total annual compensation of the principal executive officer ("PEO"). The PEO of our Company is Mr. Marsh.

        We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create shareholder value. The purpose of the new required disclosure is to provide a measure of the equitability of pay within the organization. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive.

        For 2018, the annual total compensation of Mr. Marsh, our PEO, of $2,669,650 as shown in the Summary Compensation Table above, was approximately 44 times the annual total compensation of Contents$61,297 of a median employee calculated in the same manner. We identified the median employee using the amount reported as compensation on the employee's Form W-2 for the year ended December 31, 2017 for all individuals who were employed by us on December 31, 2017, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis).

Grants of Plan-Based Awards

 
  
  
  
 All Other
Stock
Awards:
Number of
Shares or
Stock
Units(#)(1)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)(2)		  
  
 
 
 Estimated future payouts
under non-equity
incentive plan awards		  
  
 Grant Date
Fair Value
of stock
and option
Awards(4)		 
 
  
 Exercise or
Base Price
of Option
Awards ($/Sh)(3)		 
Name
 Threshold ($) Target ($) Grant Date 

Andrew Marsh

  600,000  600,000  08/28/18  500,000  500,000  1.96 $1,755,000 

Paul B. Middleton

  243,750  375,000  08/28/18  200,000  200,000  1.96  702,000 

Jose Luis Crespo

  220,000  440,000  08/28/18  200,000  200,000  1.96  702,000 

Keith Schmid

  254,150  391,000  08/28/18  250,000  250,000  1.96  877,500 

Gerard L. Conway, Jr

  167,500  251,250  08/28/18  200,000  200,000  1.96  702,000 
(1)
This column shows the number of restricted shares granted in 2018 to the named executive. The restrictions lapse ratably in three equal annual installments, beginning one year from the date of grant.

(2)
This column shows the number of stock options granted in 2018 to the named executives. These options generally vest and become exercisable ratably in three equal annual installments, beginning one year from the date of grant.

(3)
This column shows the per share exercise price for the stock options granted, which was the closing price of our Common Stock on the date of grant.

(4)
This column represents the aggregate grant date fair value of the stock awards and option awards computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures. For additional information on the valuation assumptions with respect to option awards, refer to note 15 of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, excluding the impact of estimated forfeitures, and do not correspond to the actual value that will be recognized by the named executives.

Outstanding Equity Awards at Fiscal Year-End

        The following table provides information on the holdings of stock awards by the named executive officers as of December 31, 2018. There were no other stock awards held by the named executive


officers as of December 31, 2018. For additional information about the awards, see the description of equity incentive compensation in the section titled "Compensation Discussion and Analysis."

 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)		 Number of
Securities
Underlying
Unexercised
Options
Unexercisable(2)		 Option
Exercise
Price		 Option
Expiration
Date		 Number of
Shares of Stock That
Have Not Vested		 Market Value of
Shares of Stock
That Have Not
Vested(3)		 

Andrew Marsh

  250  —  9.50  5/20/19  —  — 

  106,600  —  6.10  4/13/21  —  — 

  200,000  —  2.17  12/13/21  —  — 

  200,000  —  0.37  7/24/23  —  — 

  1,000,000  —  5.39  7/24/24  —  — 

  750,000  —  2.43  7/23/25  —  — 

  625,000  312,500  1.72  8/9/26  —  — 

  466,667  933,333  2.14  8/31/27  —  — 

  —  500,000  1.96  8/28/28  500,000  620,000 

Paul B. Middleton

  250,000  —  3.54  12/1/24  —  — 

  250,000  —  2.43  7/23/25  —  — 

  200,000  100,000  1.72  8/9/26  —  — 

  183,333  366,667  2.14  8/31/27  —  — 

  —  200,000  1.96  8/28/28  200,000  248,000 

Keith Schmid

  400,000  —  0.57  10/23/23  —  — 

  400,000  —  5.39  7/24/24  —  — 

  250,000  —  2.43  7/23/25  —  — 

  166,667  83,333  1.72  8/9/26  —  — 

  216,667  433,333  2.14  8/31/27  —  — 

  —  250,000  1.96  8/28/28  250,000  310,000 

Gerard L. Conway, Jr. 

  250  —  9.50  5/20/19  —  — 

  41,000  —  6.10  4/13/21  —  — 

  16,666  —  2.17  12/13/21  —  — 

  33,333  —  0.37  7/24/23  —  — 

  250,000  —  5.39  7/24/24  —  — 

  200,000  —  2.43  7/23/25  —  — 

  100,000  50,000  1.72  8/9/26  —  — 

  108,333  216,667  2.14  8/31/27  —  — 

  —  200,000  1.96  8/28/28  200,000  248,000 

Jose Luis Crespo

  200,000  —  4.41  2/26/24  —  — 

  50,000  —  5.39  7/24/24  —  — 

  250,000  —  2.43  7/23/25  —  — 

  133,333  66,667  1.72  8/9/26  —  — 

  108,333  216,667  2.14  8/31/27  —  — 

  —  200,000  1.96  8/28/28  200,000  248,000 
(1)
This column represents the number of options that have vested as of December 31, 2018.

(2)
This column represents the number of options that have not vested as of December 31, 2018.

(3)
This column represents the market value of the unvested restricted stock awards using the stock price at the end of fiscal year 2018.

Option Exercises and Stock Vested

        The following table sets forth information with respect to each of the named executive officers that exercised stock options or vested in restricted stock during the year ended December 31, 2018.


Option Exercises and Stock Vested—2018

 
 Option awards Stock awards 
Name
 Number of
shares
acquired on
exercise		 Value
realized on
exercise ($)(1)		 Number of
shares
acquired on
vesting		 Value
realized
on vesting		 

Gerard L. Conway, Jr. 

  100,000  149,000  —  — 
(1)
Amounts disclosed in this column were calculated based on the fair market value of the shares on the date of exercise less the cost of exercising.

Employment Agreements

        The Company and Mr. Marsh are parties to an employment agreement which renews automatically for successive one-year terms unless Mr. Marsh or the Company gives notice to the contrary. Mr. Marsh receives an annual base salary of $600,000 and is eligible to: (i) receive an annual incentive bonus of up to an amount equal to one hundred percent (100%) of his annual base salary; (ii) participate in all savings and retirement plans; and (iii) participate in all benefit and executive perquisites. Mr. Marsh's employment may be terminated by the Company with or without "Cause," as defined in the agreement, or by Mr. Marsh for "Good Reason," as defined in the agreement and includes a material negative change in his compensation or responsibilities or a material change to his current geographic work location, or without "Good Reason" upon written notice of termination to the Company. If Mr. Marsh's employment is terminated by the Company for any reason other than Cause, death or disability, or in the event that Mr. Marsh terminates his employment with the Company and is able to establish "Good Reason," the Company is obligated to pay Mr. Marsh the sum of the following amounts:

        In addition, as of the date of termination, any restricted stock, stock options and other stock awards held by Mr. Marsh will accelerate vesting as if he had remained an employee for an additional twelve (12) months following the date of termination. Further, the Company is required to continue paying for health insurance and other benefits for Mr. Marsh and his eligible family members for twelve (12) months following his termination. The agreement also provides, among other things, that if, within twelve (12) months after a "Change of Control," as defined in the agreement, the Company terminates Mr. Marsh's employment without Cause, then he is be entitled to:


        The Company and Messrs. Middleton, Schmid, Conway, and Crespo are parties to Executive Employment Agreements pursuant to which if any of their employment is terminated by the Company for any reason other than "Cause," as defined in the agreement, death or disability, or in the event that any terminates his employment with the Company and is able to establish "Good Reason," as defined in the agreement and includes a material negative change in his compensation or responsibilities or a material change to his current geographic work location, the Company is obligated to pay each an amount equal to his annual base salary. In addition, as of the date of termination, any restricted stock, stock options and other stock awards held by each will accelerate vesting as if he had remained an employee for an additional twelve (12) months following the date of termination. Further, the Company is required to continue paying for a portion of health insurance for each and his eligible family members for twelve (12) months following his termination.

        In addition, Messrs. Middleton, Schmid, Conway and Crespo are entitled to exercise any vested stock options for twelve (12) months following the date of termination and the Company is required to continue paying health insurance and other benefits to each and his eligible family members for twelve (12) months following his termination. The Executive Employment Agreements also provide, among other things, that if, within twelve (12) months after a "Change of Control," as defined in the agreement, the Company terminates such executive's employment without Cause, then such executive shall be entitled to:

        The Company and Messrs. Marsh, Middleton, Schmid, Conway and Crespo are parties to employment agreements, respectively, that provide for a potential payment upon termination of employment other than for "Cause" as discussed above inEmployment Agreements.

        Such payments by the Company to any of the executives are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company. An executive is not entitled to receive any such payment in the event he breaches the Employee Patent, Confidential Information and Non-Compete Agreement referenced in the executive's respective agreement or any non-compete, non-solicit or non-disclosure covenants in any agreement between the Company and such executive. We agreed to provide severance payments to such executives in these circumstances based on our negotiations with each of our executives at the time they joined our Company, or as negotiated subsequent to hiring, and in order to provide a total compensation package that we believed to be competitive. Additionally, we believe that providing severance upon a termination without cause can help to encourage our executives to take the risks that we believe are necessary for our Company to succeed and also recognizes the longer hiring process typically involved in hiring a senior executive.

        If Mr. Marsh had been terminated without cause on December 31, 2018, the approximate value of the severance package, including, as mentioned above inEmployment Agreements, salary, benefits and equity awards, under his employment agreement would have been $1,001,110. If Mr. Middleton, Mr. Schmid, Mr. Conway, or Mr. Crespo had been terminated without cause on December 31, 2018, the approximate value of the severance packages, including, as mentioned above inEmployment Agreements, salary, benefits and equity awards, under the employment agreement for such named


executive would have been: Mr. Middleton—$587,196, Mr. Schmid—$628,785, Mr. Conway—$503,637, and Mr. Crespo—$541,128.

        The Company and Messrs. Marsh, Middleton, Schmid, Conway, and Crespo are parties to employment agreements, respectively, that provide for a potential payment upon a "Change of Control," as discussed above inEmployment Agreements. Such payments by the Company to any of the executives are subject to the executive signing a general release of claims in a form and manner satisfactory to the Company. An executive is not entitled to receive any such payment in the event he breaches the Employee Patent, Confidential Information and Non-Compete Agreement referenced in the executive's respective agreement or any non-compete, non-solicit or non-disclosure covenants in any agreement between the Company and such executive.

        We agreed to provide payments to these executives in these circumstances in order to provide a total compensation package that we believed to be competitive. Additionally, the primary purpose of our equity-based incentive awards is to align the interests of our executives and our stockholders and provide our executives with strong incentives to increase stockholder value over time. As change of control transactions typically represent events where our stockholders are realizing the value of their equity interests in our Company, we believe it is appropriate for our executives to share in this realization of stockholder value, particularly where their employment is terminated in connection with the change of control transaction. We believe that this will also help to better align the interests of our executives with our stockholders in pursuing and engaging in these transactions.

        If a change of control had occurred on December 31, 2018 and on that date Mr. Marsh, Mr. Middleton, Mr. Schmid, Mr. Conway, or Mr. Crespo had been terminated without Cause, experienced a material negative change in his compensation or responsibilities or experienced a material change to his current geographic work location, the value of the change of control payments and benefits under the employment agreements for each such named executive would have been as follows: Mr. Marsh—$2,466,495, Mr. Middleton—$565,561 Mr. Schmid—$606,227, Mr. Conway—$484,311 and Mr. Crespo—$528,436. The employment agreements provide for a modified cutback of the payments in the event that the total value of all change of control benefits exceed the maximum benefit that allows for a tax deduction for the Company under Section 280G of the Internal Revenue Code of 1986, as amended. The foregoing numbers do not reflect any cutback.



PROPOSAL 1: 2000 SHARE INCREASE2: APPROVAL OF AN AMENDMENT RATIFICATIONAND RESTATEMENT OF THE COMPANY'S SECOND AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN

        OurSummary of the Third Amended and Restated 2011 Stock Option and Incentive Plan

        In response to feedback received from a proxy advisory firm regarding our Second Amended and Restated 2011 Stock Option and Incentive Plan (the "Second Amended and Restated 2011 Plan"), on March 29, 2019, the Board approved an amendment to our Second Amended and Restated 2011 Plan to require a minimum vesting period of one year for all equity awards, other than a limited number of excepted awards. The Board also approved the adoption of a Policy for Recoupment of Incentive Compensation, or "clawback" policy. The stockholders are being asked to approve an amendment and restatement of the Second Amended and Restated 2011 Plan (as proposed to be amended and restated, the "Third Amended and Restated 2011 Plan") to, among other things, increase the number of shares of Common Stock authorized for issuance under the Second Amended and Restated 2011 Plan from 30,000,000 shares to 42,400,000 shares, an increase of 12,400,000 shares. On March 29, 2019, upon the recommendation of the Compensation Committee, our Board of Directors approved the Third Amended and Restated 2011 Plan, subject to approval from our stockholders at the Annual Meeting. Our named executive officers and directors have an interest in this proposal, as each of them is eligible to receive grants under the Third Amended and Restated 2011 Plan.

        As of March 22, 2019, 2,773,086 shares of Common Stock were available for issuance under the Second Amended and Restated 2011 Plan. We currently expect that these shares, together with shares which become available due to the cancellation of outstanding awards, will be insufficient for awards to new hires, directors and existing employees.

        As of March 22, 2019, there were stock options to acquire 19,526,559 shares of Common Stock outstanding under the Company's equity compensation plans with a weighted average exercise price of $2.50 and weighted average remaining term of 7.02 years. In addition, as of March 22, 2019, there were 2,372,347 unvested full-value awards outstanding under the Company's equity compensation plans. Other than the foregoing, no other awards under the Company's equity compensation plans were outstanding as of March 22, 2019.

Rationale for Share Increase

        We believe strongly that the increase of shares issuable under the Second Amended and Restated 2011 Plan is essential to our continued success. Our employees are our most valuable assets. At our current and projected growth rate, we anticipate that we will grant shares to support new employee growth, employee retention efforts, director compensation and other stock-based incentive programs. Our Board has determined that it is in the best interestsinterest of the Company and our stockholders to ratify, pursuant to Section 204increase the shares issuable under the Second Amended and Restated 2011 Plan. The Board believes that stock options and other stock-based incentive awards can play an important role in the success of the DGCL,Company by enabling the filingemployees, officers, non-employee directors and effectiveness of the 2000 Share Increase Amendment filed with the Secretary of State on June 21, 2000, which effected an increase in the number of authorized shares of Common Stock from 95,000,000 shares to 245,000,000 shares. This 2000 Share Increase Amendment Ratification shall be retroactive to the effectiveness of the filing of the 2000 Share Increase Amendment with the Secretary of State.

Background

        As described in the definitive proxy statement relating to the 2000 Annual Meeting, which was filed with the SEC on April 28, 2000 (the "2000 Annual Meeting Proxy Statement"), the 2000 Share Increase Amendment was proposed to increase the authorized number of shares of Common Stock in order to provide additional shares of Common Stock for possible use in connection with future financings, investment opportunities, acquisitions, employee benefit or dividend reinvestment plan distributions, other distributions, such as stock dividends or stock splits, or for other corporate purposes, though the Company had no commitments at the time of the 2000 Annual Meeting Proxy Statement for the issuance of additional Common Stock.

        At the 2000 Annual Meeting, our inspector of elections determined that the proposal to approve the 2000 Share Increase Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed. As part of this determination, votes cast by nominees/brokers in favor of the 2000 Share Increase Amendment without instruction from the beneficial owners of certain of our outstanding shares were counted in favor of the adoption of the 2000 Share Increase Amendment in accordance with the rules of the NYSE that govern how brokers may cast such votes. Certain statements made in the 2000 Annual Meeting Proxy Statement were inconsistent with this approach. In particular, the 2000 Annual Meeting Proxy Statement indicated that nominees/brokers would not have discretionary voting authority with respect to the 2000 Share Increase Amendment (i.e., they would not be permitted to vote on the 2000 Share Increase Amendment without instruction from the beneficial owners of those shares).

        We filed the 2000 Share Increase Amendment with the Secretary of State on June 21, 2000 and it became effective on the same date.

        A question has been raised regarding the validity of the 2000 Share Increase Amendment due to the disclosures in the 2000 Annual Meeting Proxy Statement regarding the lack of authority of brokers/nominees to vote on the 2000 Share Increase Amendment without instruction and the fact that the stockholders' votes in favor of the 2000 Share Increase Amendment were not tabulated consistent with such disclosure.

        Our Board of Directors has determined that the description in the 2000 Annual Meeting Proxy Statement of the lack of authority of brokers/nominees to vote on the 2000 Share Increase Amendment without instruction may create some uncertainty as to the effect of the vote obtained at the 2000 Annual Meeting. As a result, our Board of Directors has determined that it is in the best interestskey persons of the Company and our stockholdersits subsidiaries upon whom the Company largely depends for the successful conduct of its business to ratifyacquire a proprietary interest in the filing and effectivenessCompany. The Board anticipates that providing such persons with a direct stake in the Company will assure a closer identification of the 2000 Share Increase Amendment pursuant to Section 204interests of the DGCL to eliminate any uncertainty related to the effectiveness of this corporate act. If the 2000 Share Increase Amendment Ratification is approved by our stockholders and becomes effective, the 2000 Share Increase Amendment Ratification will be retroactive to June 21, 2000, which was the date of the filing and effectiveness of the 2000 Share Increase Amendmentsuch individuals with the Secretary of State.

        Among other consequences, the 2000 Share Increase Amendment Ratification (in conjunction with the other Ratifications) will (i) confirm that, at all times since the effectiveness of the 2000 Share


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Increase Amendment on June 21, 2000, the Company had sufficient authorized and unissued shares of Common Stock to permit the sales and issuances of our Common Stock that have occurred since that date in excess of the authorized number of shares prior to the 2000 Share Increase Amendment and (ii) facilitate potential future transactions, including, without limitation, capital-raising transactions and strategic transactions.

Our Board of Directors Has Approved the 2000 Share Increase Amendment Ratification

        Section 204 of the DGCL allows a Delaware corporation, by following specified procedures, to ratify a corporate act retroactive to the date the corporate act was originally taken. The Company believes that the filing and effectiveness of the 2000 Share Increase Amendment is valid and effective. However, on August 31, 2017, our Board of Directors determined that it would be advisable and in the best intereststhose of the Company and its stockholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to ratify the filing and effectiveness of the 2000 Share Increase Amendment pursuant to Section 204 of the DGCL to eliminate any uncertainty related to the validity or effectiveness of the 2000 Share Increase Amendment and unanimously adopted the resolutions attached hereto as Appendix A (such resolutions are incorporated herein by reference) approving the 2000 Share Increase Amendment Ratification. Our Board of Directors also recommended that our stockholders approve the 2000 Share Increase Amendment Ratification for purposes of Section 204, and directed that the 2000 Share Increase Amendment Ratification be submitted to our stockholders entitled to vote thereon for approval.

        The text of sections 204 and 205 of the DGCL are attached hereto as Appendix B.

Filing of a Certificate of Validation

        Subject to the receipt of the required vote of our stockholders to approve the 2000 Share Increase Amendment Ratification, we expect to file a certificate of validation with respect to the 2000 Share Increase Amendmentremain with the SecretaryCompany.

        We manage our long-term stockholder dilution by limiting the number of State (the "2000 Share Increase Amendment Certificateequity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution, and equity expense in order to maximize stockholder value by granting only the appropriate number of Validation") promptly after the adjournment of the Special Meeting. The filing date of the 2000 Share Increase Amendment Certificate of Validation with the Secretary of State will be the validation effective time of the 2000 Share Increase Amendment Ratification within the meaning of Section 204 of the DGCL.

Retroactive Ratification of the 2000 Share Increase Amendment

        Subjectequity incentive awards that it believes are necessary to the 120-day period for bringing claims discussed below, when the 2000 Share Increase Amendment Certificate of Validation becomes effective in accordance with the DGCL, it should eliminate any possible uncertainty as to whether the 2000 Share Increase Amendment is void or voidable as a result of the potential failure of authorization described aboveattract, reward, and set forth in the resolutions attached as Appendix Aretain employees, directors and incorporated herein by reference, and the 2000 Share Increase Amendment Ratification will be retroactive to the filing and effectiveness of the 2000 Share Increase Amendment with the Secretary of State on June 21, 2000.

Time Limitations on Legal Challenges to the 2000 Share Increase Amendment Ratification

        If the 2000 Share Increase Amendment Ratification becomes effective, under the DGCL, any claim that (i) the 2000 Share Increase Amendment ratified pursuant to the 2000 Share Increase Amendment Ratification is void or voidable due to a failure of authorization, or (ii) the Delaware Court of Chancery should declare, in its discretion, that the 2000 Share Increase Amendment not be effective or be effective only on certain conditions, must be brought within 120 days from the validation effective time in respect of the ratification of the 2000 Share Increase Amendment, which will occur upon the effectiveness of the filing of the 2000 Share Increase Amendment Certificate of Validation with the Secretary of State. If the 2000 Share Increase Amendment Ratification is approved at theother key persons.


TableBurn Rate

        The following table sets forth information regarding historical equity awards granted and earned for the 2016 through 2018 period, and the corresponding burn rate, which is defined as the number of Contents

Special Meeting, we expectshares subject to fileequity-based awards granted in a year divided by the 2000 Share Increase Amendment Certificate of Validation promptly after the adjournmentweighted average common shares outstanding for that year, for each of the Special Meeting.last three fiscal years:

Consequences if

 
 2018 2017 2016 

Stock Options Granted

  2,679,667  5,485,863  3,702,500 

Full-Value Shares Granted

  2,496,384  401,518  105,479 

Adjusted Full-Value Shares Granted(1)

  3,744,576  602,277  158,219 

Total Awards Granted(2)

  6,424,243  6,088,140  3,860,719 

Weighted average common shares outstanding during the fiscal year

  218,882,337  216,343,985  180,619,860 

Annual Burn Rate

  2.9% 2.8% 2.1%

Three-Year Average Burn Rate(3)

  2.7%      
(1)
In accordance with the 2000 Share Increase Amendment RatificationSecond Amended and Restated 2011 Plan, Adjusted Full-Value Awards Granted represents the sum of Time-Based Full Value Awards Granted multiplied by 1.5.

(2)
Total Awards Granted represents the sum of Stock Options Granted and Adjusted Full-Value Awards.

(3)
As illustrated in the table above, our three-year average burn rate for the 2016-2018 period was 2.7%, which is Not Approved by Our Stockholders

less than the ISS industry category burn rate cap of 3.75%.

        If our request to increase the 2000 Share Increase Amendment Ratificationshare reserve of the Second Amended and Restated 2011 Plan by an additional 12,400,000 shares is not approved by the requisite vote of our stockholders, we will not be able to filehave approximately 15,173,086 shares available for grant under the 2000 Share Increase Amendment Certificate of Validation withThird Amended and Restated 2011 Plan, which is based on 2,773,086 shares available for grant under the Secretary of StateSecond Amended and Restated 2011 Plan at March 22, 2019, and the 2000 Share Increase Amendment will not be ratified in accordance with Section 20412,400,000 shares subject to this proposal. Our Compensation Committee determined the size of the DGCL. The failurerequested share increase based on projected equity awards to approveanticipated new hires, projected annual equity awards to existing employees, directors and other key persons, and an assessment of the 2000 Share Increase Amendment Ratification may leave us exposed to potential claims that (i) the vote on the 2000 Share Increase Amendment did not receive requisite stockholder approval, (ii) the 2000 Share Increase Amendment therefore was not validly adopted, and (iii) as a result, (a) the Company does not have sufficient authorized but unissued sharesmagnitude of Common Stock to permit future sales and issuances of Common Stock, including pursuant to outstanding warrants and stock options, (b) past issuances of Common Stock may not be valid, and (c) we would not be able to validate our total outstanding shares of Common Stock in connection with any strategic transactionincrease that our stockholders would likely find acceptable. We anticipate that if our request to increase the share reserve is approved by stockholders, it will be sufficient to provide equity incentives to attract, retain, and motivate employees through the next 36 months.

Summary of the Third Amended and Restated 2011 Stock Option and Incentive Plan

        The Board of Directors may determine is advisable. Any inability to issue Common Stockbelieves that stock options and other stock-based incentive awards can play an important role in the futuresuccess of the Company by encouraging and any invalidity of past issuances of Common Stock could expose us to significant claimsenabling the current employees, consultants, officers and have a material adverse effect on our liquidity.

Interests of Directors and Executive Officers

        Ournon-employee directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our Common Stock or Series C Preferred Stock and equity awards granted to them under our equity incentive plans.

Vote Required

        Approval of the 2000 Share Increase Amendment Ratification requires "FOR" votes from the holders of a majority in voting power of the outstanding shares of Common Stock and Series C Preferred Stock, voting together as a single class, entitled to vote on such proposal at the Special Meeting.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE 2000 SHARE INCREASE AMENDMENT RATIFICATION.


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PROPOSAL 2: 2014 SHARE INCREASE AMENDMENT RATIFICATION

        Our Board of Directors has determined that it is in the best interestsprospective employees of the Company and our stockholdersits subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to ratify, pursuant to Section 204 of the DGCL, the filing and effectiveness of the 2014 Share Increase Amendment filed with the Secretary of State on July 25, 2014, which effected an increaseacquire a proprietary interest in the number of authorized shares of Common Stock from 245,000,000 shares to 450,000,000 shares. This 2014 Share Increase Amendment Ratification shall be retroactive to the effectiveness of the filing of the 2014 Share Increase Amendment with the Secretary of State.

Background

        As described in the definitive proxy statement relating to the 2014 Annual Meeting, which was filed with the SEC on June 9, 2014 (the "2014 Annual Meeting Proxy Statement"), the 2014 Share Increase Amendment was proposed to increase the authorized number of shares of Common Stock in order to provide additional shares of Common Stock for possible use in connection with future financings, investment opportunities, acquisitions, employee benefit plans or for other corporate purposes, though the Company had no commitments at the time of the 2014 Annual Meeting Proxy Statement for the issuance of additional Common Stock.

        At the 2014 Annual Meeting, our inspector of elections determined that the proposal to approve the 2014 Share Increase Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed. As part of this determination, votes cast by nominees/brokers in favor of the 2014 Share Increase Amendment without instruction from the beneficial owners of certain of our outstanding shares were counted in favor of the adoption of the 2014 Share Increase Amendment in accordance with the rules of the NYSE that govern how brokers may cast such votes. Certain statements made in the 2014 Annual Meeting Proxy Statement were inconsistent with this approach. In particular, the 2014 Annual Meeting Proxy Statement indicated that nominees/brokers would not have discretionary voting authority with respect to the 2014 Share Increase Amendment (i.e., they would not be permitted to vote on the 2014 Share Increase Amendment without instruction from the beneficial owners of those shares) and that broker non-votes would have the same effect as a vote against the 2014 Share Increase Amendment.

        We filed the 2014 Share Increase Amendment with the Secretary of State on July 25, 2014 and it became effective on the same date.

        A question has been raised regarding the validity of the 2014 Share Increase Amendment due to the disclosures in the 2014 Annual Meeting Proxy Statement regarding the lack of authority of brokers/nominees to vote on the 2014 Share Increase Amendment without instruction and the fact that the stockholders' votes in favor of the 2014 Share Increase Amendment were not tabulated consistent with such disclosure.

        OurCompany. The Board of Directors has determinedanticipates that the descriptionproviding such persons with a direct stake in the 2014 Annual Meeting Proxy StatementCompany will assure a closer identification of the lackinterests of authority of brokers/nominees to vote on the 2014 Share Increase Amendment without instruction may create some uncertainty as to the effect of the vote obtained at the 2014 Annual Meeting. As a result, our Board of Directors has determined that it isparticipants in the best interests of the Company and our stockholders to ratify the filing and effectiveness of the 2014 Share Increase Amendment pursuant to Section 204 of the DGCL to eliminate any uncertainty related to the effectiveness of this corporate act. If the 2014 Share Increase Amendment Ratification is approved by our stockholders and becomes effective, the 2014 Share Increase Amendment Ratification will be retroactive to July 25, 2014, which was the date of the filing and effectiveness of the 2014 Share Increase Amendmentplan with the Secretary of State.

        Among other consequences, the 2014 Share Increase Amendment Ratification (in conjunction with the other Ratifications) will (i) confirm that, at all times since the effectiveness of the 2014 Share


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Increase Amendment on July 25, 2014, the Company had sufficient authorized and unissued shares of Common Stock to permit the sales and issuances of our Common Stock that have occurred since that date in excess of the authorized number of shares prior to the 2014 Share Increase Amendment and (ii) facilitate potential future transactions, including, without limitation, capital-raising transactions and strategic transactions.

Our Board of Directors Has Approved the 2014 Share Increase Amendment Ratification

        Section 204 of the DGCL allows a Delaware corporation, by following specified procedures, to ratify a corporate act retroactive to the date the corporate act was originally taken. The Company believes that the filing and effectiveness of the 2014 Share Increase Amendment is valid and effective. However, on August 31, 2017, our Board of Directors determined that it would be advisable and in the best intereststhose of the Company and its stockholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to ratifyremain with the filing and effectivenessCompany.

        The following description of certain features of the 2014 Share Increase Amendment pursuantThird Amended and Restated 2011 Plan is intended to Section 204be a summary only. The summary is qualified in its entirety by the full text of the DGCL to eliminate any uncertainty related to the validity or effectiveness of the 2014 Share Increase AmendmentThird Amended and unanimously adopted the resolutions attached heretoRestated 2011 Plan, as Appendix A (such resolutions are incorporated herein by reference) approving the 2014 Share Increase Amendment Ratification. Our Board of Directors also recommended that our stockholders approve the 2014 Share Increase Amendment Ratification for purposes of Section 204, and directed that the 2014 Share Increase Amendment Ratification be submitted to our stockholders entitled to vote thereon for approval.

        The text of sections 204 and 205 of the DGCL are attached hereto as Appendix B.

Filing of a Certificate of Validation

        Subject to the receipt of the required vote of our stockholders to approve the 2014 Share Increase Amendment Ratification, we expect to file a certificate of validation with respect to the 2014 Share Increase Amendment with the Secretary of State (the "2014 Share Increase Amendment Certificate of Validation") promptly after the adjournment of the Special Meeting. The filing date of the 2014 Share Increase Amendment Certificate of Validation with the Secretary of State will be the validation effective time of the 2014 Share Increase Amendment Ratification within the meaning of Section 204 of the DGCL.

Retroactive Ratification of the 2014 Share Increase Amendment

        Subject to the 120-day period for bringing claims discussed below, when the 2014 Share Increase Amendment Certificate of Validation becomes effective in accordance with the DGCL, it should eliminate any possible uncertainty as to whether the 2014 Share Increase Amendment is void or voidable as a result of the potential failure of authorization described above and set forth in the resolutions attached as Appendix A, and incorporated herein by reference, and the 2014 Share Increase Amendment Ratification will be retroactive to the filing and effectiveness of the 2014 Share Increase Amendment with the Secretary of State on July 25, 2014.

Time Limitations on Legal Challenges to the 2014 Share Increase Amendment Ratification

        If the 2014 Share Increase Amendment Ratification becomes effective, under the DGCL, any claim that (i) the 2014 Share Increase Amendment ratified pursuant to the 2014 Share Increase Amendment Ratification is void or voidable due to a failure of authorization, or (ii) the Delaware Court of Chancery should declare, in its discretion, that the 2014 Share Increase Amendment not be effective or be effective only on certain conditions, must be brought within 120 days from the validation effective time in respect of the 2014 Share Increase Amendment Ratification, which will occur upon the effectiveness of the filing of the 2014 Share Increase Amendment Certificate of Validation with the Secretary of State. If the 2014 Share Increase Amendment Ratification is approved at the Specialattached hereto.


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Meeting, we expect to file the 2014 Share Increase Amendment Certificate of Validation promptly after the adjournment        The material features of the Special Meeting.Third Amended and Restated 2011 Plan are:

        Based solely on the closing price of Common Stock as reported by the NASDAQ on March 22, 2019 and the maximum number of shares that would have a larger numberbeen available for awards as of such date taking into account the proposed increase described herein, the maximum aggregate market value of Common Stock that could potentially be issued under the Third Amended and Restated 2011 Plan is $37,629,253. The shares we issue under the Third Amended and Restated 2011 Plan will be authorized but unissued shares from which to issue additionalor shares that we reacquire. The shares of Common Stock underlying any awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without any issuance of stock, expire or securities convertible or exercisable intoare otherwise terminated (other than by exercise) under the Third Amended and Restated 2011 Plan are added back to the shares of Common Stock in equity financing transactions.available for issuance under the Third Amended and Restated 2011 Plan.

        At the 2011 Annual Meeting, our inspector        Administration.    The Compensation Committee of elections determined that the proposal to approve the Reverse Stock Split Amendment was adopted by the requisite vote of stockholders and certified that the proposal had passed. As part of this determination, votes cast by nominees/brokers in favor of the Reverse Stock Split Amendment without instruction from the beneficial owners of certain of our outstanding shares were counted in favor of the adoption of the Reverse Stock Split Amendment in accordance with the rules of the NYSE that govern how brokers may cast such votes. Certain statements made in the 2011 Annual Meeting Proxy Statement were inconsistent with this approach. In particular, the 2011 Annual Meeting Proxy Statement indicated that nominees/brokers would not have discretionary voting authority with respect to the Reverse Stock Split Amendment (i.e., they would not be permitted to vote on the Reverse Stock Split Amendment without instruction from the beneficial owners of those shares) and that broker non-votes would have the same effect as a vote against the Reverse Stock Split Amendment.

        On May 12, 2011, our Board of Directors approvedwill administer the ratioThird Amended and Restated 2011 Plan. The Compensation Committee of the Reverse Stock Split of the outstanding shares of our Common Stock at 1-for-10 to become effective on May 19, 2011. We subsequently filed the Reverse Stock Split Amendment with the Secretary of State on May 19, 2011.

        A question has been raised regarding the validity of the Reverse Stock Split Amendment, which effected the Reverse Stock Split, due to the disclosures in the 2011 Annual Meeting Proxy Statement regarding the lack of authority of brokers/nominees to vote on the Reverse Stock Split Amendment without instruction and the fact that the stockholders' votes in favor of the Reverse Stock Split Amendment were not tabulated consistent with such disclosure.

        Our Board of Directors has determined that the description in the 2011 Annual Meeting Proxy Statement of the lack of authority of brokers/nominees to vote on the Reverse Stock Split Amendment without instruction may create some uncertainty as to the effect of the vote obtained at the 2011 Annual Meeting. As a result, our Board of Directors has determinedis responsible for reviewing all of our executive compensation plans.

        Eligibility.    All of our employees, consultants and non-employee directors will be eligible to be granted awards under the Third Amended and Restated 2011 Plan. An employee, consultant or non-employee director granted an award will be a participant under the Third Amended and Restated 2011 Plan.


        Number of Shares Available for Issuance.    The maximum number of shares of Common Stock that itare authorized for issuance under the Second Amended and Restated 2011 Plan prior to this amendment and restatement is 30,000,000. The maximum number of shares of Common Stock that will be authorized for issuance under the Third Amended and Restated 2011 Plan following this amendment and restatement will be 42,400,000. Shares issued under the Third Amended and Restated 2011 Plan may be treasury shares or authorized but unissued shares. In the event the number of shares to be delivered upon the exercise or payment of any award granted under the Third Amended and Restated 2011 Plan is reduced for any reason or in the best interestsevent that any award (or portion thereof) can no longer be exercised or paid, the number of shares no longer subject to such award shall be released from such award and shall thereafter be available under the Third Amended and Restated 2011 Plan for the grant of additional awards. Upon the occurrence of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the plan administrator may ratably adjust the aggregate number and affected class of securities available under the Third Amended and Restated 2011 Plan.

        Minimum Vesting Period.    The minimum vesting period for each equity award granted under the Third Amended and Restated 2011 Plan must be at least one year, provided that up to 5% of the Companyshares authorized for issuance under the Third Amended and our stockholdersRestated 2011 Plan may be utilized for equity awards with a minimum vesting period of less than one year. In addition, the Compensation Committee may grant equity awards that vest within one year (i) if such awards are granted as substitute awards in replacement of other awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to ratifyvest within one year or (ii) if such awards are being granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the filinggrantee within the one year.

        Types of Awards.    The plan administrator may grant the following types of awards under the Third Amended and effectivenessRestated 2011 Plan: stock options; restricted stock; or other stock-based awards. Stock options awarded under the Third Amended and Restated 2011 Plan may be nonqualified stock options or incentive stock options under Section 422 of the Reverse Stock Split Amendment pursuantInternal Revenue Code of 1986, as amended. With the exception of incentive stock options, the plan administrator may grant, from time to Section 204time, any of the DGCLtypes of awards under the Third Amended and Restated 2011 Plan to eliminateour employees, consultants and non-employee directors. Incentive stock options may only be granted to our employees.

        Effect of Awards.    For purposes of determining the number of shares of Common Stock available for issuance under the Third Amended and Restated 2011 Plan, the grant of any uncertainty related"full value" award, such as a restricted stock award, restricted stock unit, unrestricted stock award or performance share will be counted as 1.5 shares for each share of Common Stock actually subject to the effectivenessaward. The grant of any stock option or stock appreciation right will be counted for this corporate act. Ifpurpose as one share from each share of Common Stock actually subject to the Reverseaward.

        Stock Split Amendment RatificationOptions.    A stock option is approved by our stockholdersthe right to acquire shares of Common Stock at a fixed price for a fixed period of time and becomes effective, the ratificationgenerally is subject to a vesting requirement. To date, as a matter of practice, options have generally been subject to a three-year vesting period, with one-third of the Reverse Stock Split Amendmenttotal award vesting at the first anniversary of the grant date and the remainder vesting in equal thirds each anniversary thereafter. A stock option will be retroactivein the form of a nonqualified stock option or an incentive stock option. The exercise price is set as the market price on the grant date. The option exercise price may not be reduced after the date of grant, other than to May 19, 2011appropriately reflect change in our capital structure. The term of a stock option may not exceed ten years or five years in the case of bothincentive stock options granted to a 10% owner. After termination of an optionee, he or she may exercise his or her vested options for the filingperiod of time stated in the stock option agreement. If termination is for cause, vested options may no longer be exercised. In all other cases, the vested options will remain


exercisable for executives twelve (12) months. However, an option may not be exercised later than its expiration date.

        Stock Appreciation Rights.    The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of Common Stock equal to the value of the Reverseappreciation in the stock price over the exercise price. The exercise price is the fair market value of the Common Stock Split Amendment and the Reverse Stock Split, which wason the date of grant. The maximum term of a stock appreciation right is ten years.

        Restricted Stock.    A restricted stock award is an award entitling the filingrecipient to acquire, at par value or such other higher purchase price determined by the administrator, shares of stock subject to such restrictions and conditions as the administrator may determine at the time of grant. Conditions may be based on continuing employment (or other business relationship) and/or achievement of pre-established performance goals and objectives. The grant of a restricted stock award is contingent on the participant executing the restricted stock award agreement. Restricted stock awards are shares of Common Stock that are subject to cancellation, restrictions and vesting conditions, as determined by the plan administrator. Restricted stock awards generally vest over three years, beginning with one-third vesting one year after the date of grant, then pro-rata vesting monthly thereafter. Restricted stock awards are made pursuant to the Third Amended and Restated 2011 Plan.

        Restricted Stock Units.    The Compensation Committee may award restricted stock units to any participants. Restricted stock units are ultimately payable in the form of shares of Common Stock and may be subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals (as summarized above) and/or continued employment with the Company through a specified vesting period. However, except in the case of retirement, death, disability or a change of control, in the event these awards granted to employees have a performance-based goal, the restriction period will be at least one year, and in the event these awards granted to employees have a time-based restriction, the restriction period will be at least three years, but vesting can occur incrementally over the three-year period. In the Compensation Committee's sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a deferred stock unit award, subject to the participant's compliance with the procedures established by the Compensation Committee and requirements of Section 409A of the ReverseCode.

        Unrestricted Stock Split Amendment withAwards.    The Compensation Committee may also grant shares of Common Stock which are free from any restrictions under the SecretaryThird Amended and Restated 2011 Plan. Unrestricted stock may be granted to any participant in recognition of Statepast services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

        Performance Share Awards.    The Compensation Committee may grant performance share awards to any participant which entitle the date on whichrecipient to receive shares of Common Stock upon the Reverse Stock Split became effective.achievement of certain performance goals (as summarized above) and such other conditions as the Compensation Committee shall determine. These awards granted to employees will have a performance period of at least one year.

        Among other consequences,        Cash-Based Awards.    The Compensation Committee may grant cash bonuses under the Reverse Stock Split Amendment Ratification (in conjunction withThird Amended and Restated 2011 Plan to participants. The cash bonuses may be subject to the other Ratifications) will (i) confirmachievement of certain performance goals (as summarized above).

        Change of Control Provisions.    The Third Amended and Restated 2011 Plan provides that at all times sinceupon the effectiveness of a "sale event" as defined in the Reverse Stock Split AmendmentThird Amended and Restated 2011 Plan, except as otherwise provided by the Compensation Committee in the award agreement, all stock options and stock appreciation rights shall become fully exercisable and the restrictions and conditions on May 19, 2011,all such


other awards with time-based conditions will automatically be deemed waived. Awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Compensation Committee's discretion. In addition, in the case of a sale event in which the Company's stockholders will receive cash consideration, the Company had sufficient authorizedmay make or provide for a cash payment to participants holding options and unissuedstock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights in exchange for the cancellation thereto.

        Adjustments for Stock Dividends, Stock Splits, Etc.    The Third Amended and Restated 2011 Plan requires the Compensation Committee to make appropriate adjustments to the number of shares of Common Stock that are subject to the Third Amended and Restated 2011 Plan, to certain limits in the Third Amended and Restated 2011 Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

        Tax Withholding.    Participants in the Third Amended and Restated 2011 Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have the minimum tax withholding obligations satisfied by authorizing the Company to withhold shares of Common Stock to permitbe issued pursuant to the salesexercise or vesting of such award.

        Amendments and issuancesTermination.    The Board may at any time amend or discontinue the Third Amended and Restated 2011 Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder's consent. To the extent required under the rules of the NASDAQ, any amendments that materially change the terms of the Third Amended and Restated 2011 Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options or to ensure that compensation earned under the Third Amended and Restated 2011 Plan qualifies as performance-based compensation under Section 162(m) of the Code.

        Effective Date of Third Amended and Restated 2011 Plan.    The Board approved the Third Amended and Restated 2011 Plan on March 29, 2019. Awards of incentive options may be granted under the Third Amended and Restated 2011 Plan until May 9, 2029. No other awards may be granted under the Third Amended and Restated 2011 Plan after the date that is 10 years from the date of stockholder approval or May 9, 2029.

        Because the grant of awards under the Third Amended and Restated 2011 Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of Common Stock that have occurred sincewill in the future be received by or allocated to any participant in the Third Amended and Restated 2011 Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the Third Amended and Restated 2011 Plan, the following table provides information concerning the benefits that were received by the following persons and groups during 2018: each named executive officer; all current executive officers, as a group; all current directors who


are not executive officers, as a group; and all current employees who are not executive officers, as a group.

 
 Option Awards Stock Awards 
Name and Position
 Dollar Value
($)(1)		 Number of
Awards (#)		 Dollar Value
($)(1)		 Number of
Awards
(#)		 

Andrew J. Marsh,President, Chief Executive Officer and Director

  775,000  500,000  980,000  500,000 

Paul B. Middleton,Chief Financial Officer and Senior Vice President

  310,000  200,000  392,000  200,000 

Jose Luis Crespo,Vice President—Global Sales

  310,000  200,000  392,000  200,000 

Keith Schmid,Chief Operating Officer and Senior Vice President

  387,500  250,000  490,000  250,000 

Gerard L. Conway, Jr.,General Counsel, Corporate Secretary and Senior Vice President

  310,000  200,000  392,000  200,000 

All current executive officers, as a group

  2,092,500(2) 1,350,000  2,646,000(2) 1,350,000 

All current directors who are not executive officers, as a group

  465,810(2) 284,667  437,502(2) 207,347 

All current employees who are not executive officers, as a group

  1,594,250(2) 1,045,000  1,548,400(2) 790,000 
(1)
The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, refer to note 15 of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2018, as filed with the SEC.

(2)
Represents the aggregate grant date fair value for the group.

        The following is a summary of the principal federal income tax consequences of certain transactions under the Third Amended and Restated 2011 Plan. It does not describe all federal tax consequences under the Third Amended and Restated 2011 Plan, nor does it describe state or local tax consequences.

        Incentive Options.    No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of Common Stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the authorized numberoption price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

        If shares of Common Stock acquired upon the exercise of an incentive option are disposed of prior to the Reverseexpiration of the two-year and one-year holding periods described above (a "disqualifying disposition"), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of Common Stock Split Amendmentat exercise (or, if less, the amount realized on a sale of such shares of Common Stock) over the option price thereof, and (ii) facilitate potential future transactions, including, without limitation, capital-raising transactions and strategic transactions.

Our Board of Directors Has Approved the Reverse Stock Split Amendment Ratification

        Section 204we will be entitled to deduct such amount. Special rules apply where all or a portion of the DGCL allows a Delaware corporation, by following specified procedures, to ratify a corporate act retroactive to the date the corporate act was originally taken. The Company believes that the filing and effectivenessexercise price of the Reverse Stock Split Amendmentincentive option is valid and effective.paid by tendering shares of Common Stock.


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However, on August 31, 2017, our Board of Directors determined that        If an incentive option is exercised at a time when it would be advisable and inno longer qualifies for the best interests oftax treatment described above, the Company and its stockholders to ratify the filing and effectiveness of the Reverse Stock Split Amendment pursuant to Section 204 of the DGCL to eliminate any uncertainty related to the validity or effectiveness of the Reverse Stock Split Amendment and unanimously adopted the resolutions attached hereto as Appendix A (such resolutions are incorporated herein by reference) approving the Reverse Stock Split Amendment Ratification. Our Board of Directors also recommended that our stockholders approve the Reverse Stock Split Amendment Ratification for purposes of Section 204, and directed that the Reverse Stock Split Amendment Ratification be submitted to our stockholders entitled to vote thereon for approval.

        The text of sections 204 and 205 of the DGCL are attached hereto as Appendix B.

Filing of a Certificate of Validation

        Subject to the receipt of the required vote of our stockholders to approve the Reverse Stock Split Amendment Ratification, we expect to file a certificate of validation with respect to the Reverse Stock Split Amendment with the Secretary of State (the "Reverse Stock Split Amendment Certificate of Validation") promptly after the adjournment of the Special Meeting. The filing date of the Reverse Stock Split Amendment Certificate of Validation with the Secretary of State will be the validation effective time of the Reverse Stock Split Amendment Ratification within the meaning of Section 204 of the DGCL.

Retroactive Ratification of the Reverse Stock Split Amendment

        Subject to the 120-day period for bringing claims discussed below, when the Reverse Stock Split Amendment Certificate of Validation becomes effective in accordance with the DGCL, it should eliminate any possible uncertainty as to whether the Reverse Stock Split Amendmentoption is void or voidabletreated as a result ofnon-qualified option. Generally, an incentive option will not be eligible for the potential failure of authorizationtax treatment described above and set forth in the resolutions attached as Appendix A and incorporated herein by reference, and the effectif it is exercised more than three months following termination of the Reverse Stock Split Amendment Ratification will be retroactive to May 19, 2011employment (or one year in the case of bothtermination of employment by reason of disability). In the filingcase of termination of employment by reason of death, the Reverse Stock Split Amendmentthree-month rule does not apply.

        Non-Qualified Options.    No income is realized by the optionee at the time the option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option price and the Reverse Stock Split, which was the datefair market value of the filing of the Reverse Stock Split Amendment with the Secretary of State and the date on which the Reverse Stock Split became effective.

Time Limitations on Legal Challenges to the Reverse Stock Split Amendment Ratification

        If the Reverse Stock Split Amendment Ratification becomes effective, under the DGCL, any claim that (i) the Reverse Stock Split Amendment ratified pursuant to the Reverse Stock Split Amendment Ratification is void or voidable due to a failure of authorization, or (ii) the Delaware Court of Chancery should declare, in its discretion, that the Reverse Stock Split Amendment not be effective or be effective only on certain conditions, must be brought within 120 days from the validation effective time in respect of the Reverse Stock Split Amendment Ratification, which will occur upon the effectiveness of the filing of the Reverse Stock Split Amendment Certificate of Validation with the Secretary of State. If the Reverse Stock Split Amendment Ratification is approved at the Special Meeting, we expect to file the Reverse Stock Split Amendment Certificate of Validation promptly after the adjournment of the Special Meeting.

Consequences if the Reverse Stock Split Amendment Ratification is Not Approved by Our Stockholders

        If the Reverse Stock Split Amendment Ratification is not approved by the requisite vote of our stockholders, we will not be able to file the Reverse Stock Split Amendment Certificate of Validation with the Secretary of State and the Reverse Stock Split Amendment will not be ratified in accordance with Section 204 of the DGCL. The failure to approve the Reverse Stock Split Amendment


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Ratification may leave us exposed to potential claims that (i) the vote on the Reverse Stock Split Amendment did not receive requisite stockholder approval, (ii) the Reverse Stock Split Amendment therefore was not validly adopted, and (iii) as a result, (a) the Company does not have sufficient authorized but unissued shares of Common Stock to permit future saleson the date of exercise, and issuanceswe receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of Common Stock, including pursuant to outstanding warrants and stock options, (b) past issuances of Common Stock may not be valid, and (c) we would not be able to validate our total outstandingexercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of Common Stock have been held. Special rules apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of Common Stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

        Other Awards.    The Company generally will be entitled to a tax deduction in connection with an award under the Third Amended and Restated 2011 Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

        Parachute Payments.    The vesting of any strategic transactionportion of an option or other award that our Boardis accelerated due to the occurrence of Directorsa change in control (such as a sale event) may determine is advisable. Any inabilitycause a portion of the payments with respect to issue Common Stocksuch accelerated awards to be treated as "parachute payments" as defined in the futureCode. Any such parachute payments may be non-deductible to the Company, in whole or in part, and any invaliditymay subject the recipient to a non-deductible 20 percent federal excise tax on all or a portion of past issuancessuch payment (in addition to other taxes ordinarily payable).

        Limitation on Deductions.    Under Section 162(m) of Common Stock could expose us to significant claimsthe Code, the Company's deduction for certain awards under the Third Amended and have a material adverse effect on our liquidity.

Interests of Directors and Executive Officers

        Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal exceptRestated 2011 Plan may be limited to the extent of their ownership of shares of our Common Stock or Series C Preferred Stock and equity awards granted to them under our equity incentive plans.

Vote Required

        Approvalthat any "covered employee" (as defined in Section 162(m) of the Reverse Stock Split Amendment Ratification requires "FOR" votes fromCode) receives compensation in excess of $1 million a year.

        The following table provides information as of December 31, 2018 regarding the holders of a majority in voting power of the outstanding shares of Common Stock that may be issued upon the exercise of options, restricted stock and Series C PreferredCommon Stock voting together as a single class, entitled to vote on such proposal at the Special Meeting.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE STOCK SPLIT AMENDMENT RATIFICATION.


Tablewarrants under the Company's 1999 Stock Option and Incentive Plan and the Company's Second Amended and Restated 2011 Stock Option and Incentive Plan.

 
 Equity Compensation Plan Information 
Plan category
 Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights		 Weighted Average
exercise price of
outstanding options,
warrants and rights		 Number of securities
remaining available for
future issuance under equity
compensation plan (excluding
securities referenced in
column (a))		 
 
 (a)
 (b)
 (c)
 

Equity compensation plans approved by security holders:

  22,496,058(1)$2.25  2,314,830(2)

Equity compensation plans not approved by security holders:

  1,808,439(3)$2.49  — 

Total

  24,304,497     2,314,830 
(1)
Represents 368,489 outstanding options issued under the 1999 Plan, 19,780,222 outstanding options issued under the Second Amended and Restated 2011 Plan, and 2,347,347 shares of Contents

restricted stock issued under the Second Amended and Restated 2011 Plan.

(2)
Includes shares available for future issuance under the Second Amended and Restated 2011 Plan.

(3)
Included in "equity compensation plans not approved by security holders" are shares granted to new employees for key positions within the Company. No specific shares have been allocated for this purpose, but rather equity awards are approved by the Company's Board of Directors in specific circumstances.


PROPOSAL 5: THE ADJOURNMENT PROPOSAL
Vote Required for Approval

        The Company is asking its stockholders to approve the Adjournment Proposal.

Vote Required

        Approval of the Adjournment Proposal requiresA quorum being present, the affirmative vote of the holders of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the SpecialAnnual Meeting and entitled to vote on such proposal is required to approve the Adjournment Proposal.Third Amended and Restated 2011 Plan.


Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PLUG POWER INC. SECOND AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN.



PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

Overview

        In accordance with Section 14A of Directorsthe Exchange Act, we are providing our stockholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our Named Executive Officers, which is described in the section titled "Compensation Discussion and Analysis" in this Proxy Statement. Accordingly, the following resolution will be submitted for a stockholder vote at the Annual Meeting:

        As described in the section titled "Compensation Discussion and Analysis," our executive compensation program is designed to (1) attract and retain talented and experienced executives, (2) motivate and reward executives whose knowledge, skills and performance are critical to our success, (3) provide a competitive compensation package which is weighted towards pay-for-performance and in which total compensation is primarily determined by Company and individual results and the creation of shareholder value, (4) ensure fairness among the executive management team by recognizing the contributions each executive makes to our success, and (5) motivate our executives to manage our business to meet our short- and long-term objectives and reward them for meeting these objectives. In order to align executive compensation with the interests of our stockholders, an important portion of compensation for our Named Executive Officers is "at risk," or contingent upon the successful achievement of annual as well as long-term strategic corporate goals that we believe will drive stockholder value. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy and objectives. The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving its objectives.

        This vote is only advisory and will not be binding upon the Company or the Board. However, the Board values constructive dialogue on executive compensation and other important governance topics with the Company's stockholders and encourages all stockholders to vote their shares on this matter.

Vote Required for Approval

        A quorum being present, the affirmative vote of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal is required to approve this resolution. Even though this vote will neither be binding on the Company or the Board nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.


Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE OVERALL COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

UNLESS OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" THIS RESOLUTION.


PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Introduction

        The Audit Committee of the Board has appointed the firm of KPMG LLP, to serve as independent auditors of the Company for 2019. KPMG LLP has served as the Company's independent auditors since December 3, 2001. The Audit Committee reviewed and discussed its selection of, and the performance of, KPMG LLP for 2018. As a matter of good corporate governance, the Audit Committee has determined to submit its selection to stockholders for ratification. If the selection of the independent auditors is ratified, the Audit Committee in its discretion may select different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

        The Audit Committee has implemented procedures under the Company's Audit Committee pre-approval policy for audit and non-audit services (the "Pre-Approval Policy") to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of KPMG LLP for specific audit and non-audit services, within approved monetary limits. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before it may be provided by KPMG LLP. Any pre-approved services exceeding the pre-approved monetary limits require specific approval by the Audit Committee. For additional information concerning the Audit Committee and its activities with KPMG LLP, see "Committees and Meetings of the Board of Directors" and "Audit Committee Report" above.

        Representatives of KPMG LLP attended all seven meetings of the Audit Committee in-person in 2018. We expect that a representative of KPMG LLP will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so desires. The representative will also be available to respond to appropriate questions from stockholders.

Vote Required for Approval

        A quorum being present, the affirmative vote of a majority in voting power of the shares of Common Stock and Series C Preferred Stock, voting together as a single class, present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal is required for the ratification of KPMG LLP as the Company's independent auditors for 2019.


Recommendation of the Board

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADJOURNMENT PROPOSAL.RATIFICATION OF KPMG LLP AS PLUG POWER INC.'S INDEPENDENT AUDITORS FOR 2019.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSRELATIONSHIPS AND MANAGEMENTRELATED TRANSACTIONS

        The Board has adopted a related party transaction policy that requires the Company's General Counsel, together with outside counsel as necessary, to evaluate potential transactions between the Company and any related party prior to entering into any such transaction. Certain related party transactions may require the approval of the Board and its Audit Committee. The policy defines a "related party" as: (i) the Company's directors or executive officers, (ii) the Company's director nominees, (iii) security holders known to the Company to beneficially own more than 5% of any class of the Company's voting securities, or (iv) the immediate family members of any of the persons listed in items (i)—(iii). A person's "immediate family" includes such person's child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or any other person (other than a tenant or employee) sharing the household of such person.

        Other than as otherwise disclosed herein, since January 1, 2018, the Company has not entered into, and there is not currently proposed, any transactions or series of similar transactions involving an amount in excess of $120,000 in which any related party had or will have a direct or indirect material interest.



PRINCIPAL STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of Common Stock as of September 1, 2017March 22, 2019 (except as otherwise indicated) by:

        The beneficial ownership of the stockholders listed below is based on publicly available information and from representations of such stockholders.

 
 Shares Beneficially Owned(2) 
Name and Address of Beneficial Owner(1)
 Number Percentage (%) 

Black Rock, Inc.(3)

  11,820,396  5.2%

Johannes Minoh Roth(4)

  3,037,457  * 

Andrew Marsh(5)

  2,893,336  * 

Keith Schmid(6)

  1,094,195  * 

George C. McNamee(7)

  1,027,637  * 

Gerard L. Conway, Jr.(8)

  690,935  * 

Jose Luis Crespo(9)

  505,640  * 

Paul B. Middleton(10)

  475,069  * 

Gary K. Willis(11)

  474,293  * 

Maureen O. Helmer(12)

  360,596  * 

Douglas Hickey(13)

  230,386  * 

Gregory Kenausis(14)

  222,134  * 

Lucas P. Schneider

  32,024  * 

Gregory B. Graves

  31,285  * 

All executive officers and directors as a group (13 persons)(15)

  11,074,987  4.9%
 
 Shares Beneficially Owned(2) 
Name and Address of Beneficial Owner(1)
 Number Percentage (%) 

BlackRock, Inc.(3)

  16,527,822  6.8 

Hudson Bay Capital Management LP(4)

  12,826,608  5.3 

Andrew Marsh(5)

  3,901,786  * 

Johannes Minoh Roth(6)

  3,155,467  * 

Keith Schmid(7)

  1,483,961  * 

George C. McNamee(8)

  1,437,752  * 

Paul B. Middleton(9)

  938,903  * 

Gerard L. Conway, Jr(10)

  821,852  * 

Jose Luis Crespo(11)

  771,122  * 

Gary K. Willis(12)

  589,313  * 

Maureen O. Helmer(13)

  472,363  * 

Gregory Kenausis(14)

  341,118  * 

Lucas P. Schneider(15)

  239,726  * 

Martin D. Hull(16)

  206,107  * 

Gregory B. Graves(17)

  181,981  * 

Jonathan Silver

  7,503  * 

All executive officers and directors as a group (14 persons)(18)

  14,548,954  6.0%
*
Represents less than 1% of the outstanding shares of Common Stock

(1)
Unless otherwise indicated by footnote, the mailing address for each stockholder is c/o Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110.

(2)
The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and includes voting or investment power with respect to securities. Under Rule 13d-3 under the Securities Exchange Act, of 1934, as amended, beneficial ownership includes any shares to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days of September 1, 2017,March 22, 2019, through the exercise of any warrant, stock option or other right. The inclusion in this table of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. The number of shares of Common Stock outstanding used in calculating the percentage for each listed person includes the shares of Common Stock underlying options, warrants or other rights held by such person that are exercisable within 60 days of September 1, 2017March 22, 2019 but excludes shares of Common Stock underlying options, warrants or other rights held by any other person. Percentage of beneficial ownership is based on 227,524,855243,904,166 shares of Common Stock outstanding as of September 1, 2017.


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(3)
Information regarding BlackRock, Inc. ("BlackRock") is based on a Schedule 13G/A13G filed by BlackRock with the SEC on January 25, 2017.February 5, 2019. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)
Information is based on Schedule 13G filed with the SEC on February 4, 2019. The 13G/A indicates that BlackRock has sole voting power with respect to 11,458,962address of the principal business office of Hudson Bay Capital Management LP is 777 Third Avenue, 30th Floor, New York, New York, 10017.

(5)
Includes 3,348,517 shares of Common Stock sole dispositive power with respect to 11,820,396 sharesissuable upon exercise of Common Stock and shared dispositive power with respect to none of such shares.outstanding options.

(4)(6)
Includes (a) 145,000203,964 shares of Common Stock issuable upon exercise of outstanding options and (b) 2,782,075 shares of Common Stock issuable upon conversion of Series C Preferred Stock owned by Five T Capital Holding AG, of which Mr. Roth is the Managing Director and Chairman, and Five More Special Situations Fund Limited, of which Mr. Roth has equity interests. Mr. Roth disclaims beneficial ownership of the shares of Series C Preferred Stock directly held by Five T Capital Holding AG and Five More Special Situations Fund Limited, except to the extent of his pecuniary interest therein, if any, and this disclosure shall not be deemed an admission that Mr. Roth is the beneficial owner of any of such shares.

(5)(7)
Includes 2,359,3501,433,334 shares of Common Stock issuable upon exercise of outstanding options.

(6)(8)
Includes 1,050,000 shares of Common Stock issuable upon exercise of outstanding options.

(7)
Includes 201,000245,964 shares of Common Stock issuable upon exercise of outstanding options, and 365,000 shares of Common Stock held by a family trust.

(8)
Includes 627,282 shares of Common Stock issuable upon exercise of outstanding options.

(9)
Includes 483,334883,333 shares of Common Stock issuable upon exercise of outstanding options.

(10)
Includes 433,334749,582 shares of Common Stock issuable upon exercise of outstanding options.

(11)
Includes 178,300741,666 shares of Common Stock issuable upon exercise of outstanding options.

(12)
Includes 172,300236,064 shares of Common Stock issuable upon exercise of outstanding options.

(13)
Includes 161,000230,064 shares of Common Stock issuable upon exercise of outstanding options.

(14)
Includes 135,000193,964 shares of Common Stock issuable upon exercise of outstanding options.

(15)
Includes 160,316 shares of Common Stock issuable upon exercise of outstanding options

(15)(16)
Includes 5,945,900183,333 shares of Common Stock issuable upon exercise of outstanding options

(17)
Includes 128,731 shares of Common Stock issuable upon exercise of outstanding options

(18)
Includes 8,738,832 shares of Common Stock issuable upon exercise of outstanding options


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act, requires the Company's officers, as defined by Section 16, and directors, and persons who own more than 10% of the Company's outstanding shares of Common Stock (collectively, "Section 16 Persons"), to file initial reports of ownership and reports of changes in ownership with the SEC. Section 16 Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

        Form 3 and Form 4 were filed late on July 2, 2018 for Mr. Silver for a stock option grant made pursuant to the Company's Director Compensation Policy and in accordance with the Second Amended and Restated 2011 Plan.



SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING

        Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 and intended to be presented at the Company's 2018 annual meeting2020 Annual Meeting of stockholdersStockholders must be received by the Company on or before January 18, 2018December 7, 2019 to be eligible for inclusion in the Company's proxy statement and form of proxy to be distributed by the Board of Directors in connection with that meeting. Any such proposal should be mailed to: Corporate Secretary, Plug Power Inc., 968 Albany Shaker Road, Albany,Latham, New York 12110. Such proposal must also comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy.

        Any stockholder proposals (including recommendations of nominees for election to the Board of Directors)Board) intended to be presented at the Company's 2018 annual meeting2020 Annual Meeting of stockholders,Stockholders, other than a stockholder proposal submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as


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amended,Rule 14a-8, must be received in writing at the principal executive office of the Company not lessno earlier than 90 days nor moreJanuary 10, 2020 and no later than 120 days prior to June 28, 2018 which dates are April 1, 2018 and March 2, 2018, respectively.February 9, 2020. If the date of the Company's 2018 annual meeting of stockholders2020 Annual Meeting is subsequently movedscheduled for a date more than 30 days before or more than 60 days after June 28, 2018May 9, 2020, then such proposals must be received not later than the close of business on the later of the 90th day prior to the scheduled date of the Company's 2018 annual meeting2020 Annual Meeting or the 10th day following the day on which publish announcement of the date of the Company's 2018 annual meeting of stockholders2020 Annual Meeting is first made, as set forth in the Company's by-laws.By-laws. Stockholder proposals must include all supporting documentation required by the Company's by-laws.By-laws. Proxies solicited by the Board of Directors will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the exercise of this authority.


DELIVERY OF PROXY MATERIALS FOR THE SPECIAL MEETINGAND ANNUAL REPORT

Electronic Delivery

        The notice of the SpecialAnnual Meeting and this proxy statement areProxy Statement and 2018 Annual Report is available at www.proxyvote.com. Stockholders can elect to receive paper copies of this proxy statementthe Annual Report and Proxy Statement in the mail by visiting at www.plugpower.com, by writing to Investor Relations at Plug Power Inc., 968 Albany Shaker Road, Latham, NY 12110 or by contacting the Company at (518) 782-7700.

        Many brokerage firms and banks are also offering electronic proxy materials to their clients. If you are a beneficial owner of Plug Power stock, you may contact that broker or bank to find out whether this service is available to you. If your broker or bank uses Broadridge Investor Communications, you can sign up to receive electronic proxy materials at www.proxyvote.com.

        "Householding" is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Stockholders who share a common address and who have not opted out of the householding process should receive a single copy of the Notice of Internet Availability of Proxy Materials for each account. If you received more than one copy of the Notice of Internet Availability of Proxy Materials, you may elect to household in the future; if you received a single copy of the Notice of Internet Availability of Proxy Materials, you may opt out of householding in the future, in either case, by writing to the Company at the following address, Plug Power Inc., 968 Albany Shaker Road, Albany,Latham, New York 12110, or by calling the Company at (518) 782-7700.

        In any event, you may obtain a copy of this proxy statementProxy Statement by writing to the Company at the following address: Plug Power Inc., 968 Albany Shaker Road, Albany,Latham, New York 12110.



ANNUAL REPORT ON FORM 10-K

        The Company's 2018 Annual Report, including the consolidated financial statements for the year ended December 31, 2018, was furnished to stockholders with this Proxy Statement. Upon request, the Company will furnish without charge a copy of the Company's Annual Report on Form 10-K, which has been filed with the SEC. Stockholders may receive a copy of our Form 10-K by:

Additional information, including our SEC filings and exhibits can be found on our webpage under the "Investor Relations" heading.



OTHER BUSINESS

        The Board of Directors does not intend to present any other items of business and is not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Special Meeting. If, however, any other business should properly come before the Special Meeting, the persons named in the accompanying proxy will vote the proxy in accordance with applicable law and as they may deem appropriate in their discretion, unless directed by the proxy to do otherwise.

By Order of the Board of Directors



/s/ GERARD L. CONWAY, JR.
Gerard L. Conway, Jr.
Corporate Secretary

September 18, 2017


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AppendixExhibit A

BOARD RESOLUTIONS PLUG POWER INC.

THIRD AMENDED AND RESTATED
2011 STOCK OPTION AND INCENTIVE PLAN

Share Increase Amendments        SECTION 1.    GENERAL PURPOSE OF THE PLAN; DEFINITIONS

        The name of the plan is the Third Amended and Reverse Stock Split Amendment

        WHEREAS, on June 21, 2000,Restated Plug Power Inc., a Delaware corporation 2011 Stock Option and Incentive Plan (the "Corporation""Plan") filed with the Secretary of State. The purpose of the StatePlan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants and prospective employees) of DelawarePlug Power Inc. (the "Secretary"Company") and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of State")its business to acquire a certificateproprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification of amendment to the amended and restated certificate of incorporationtheir interests with those of the Corporation (the "Certificate"), which amendment (the "2000 Share Increase Amendment") increased the total number of shares of common stock, par value $0.01 per share ("Common Stock"), the Corporation is authorized to issue from 95,000,000 shares to 245,000,000 shares;

        WHEREAS, prior to the filing and effectiveness of the 2000 Share Increase Amendment, the 2000 Share Increase Amendment (i) was approved and declared advisable by the board of directors of the Corporation (the "Board") at a duly called and convened meeting thereof, (ii) was submitted to the stockholders for adoption thereby at the Corporation's annual meeting of stockholders held on May 24, 2000 (the "2000 Annual Meeting"), and (iii) was adopted at the 2000 Annual Meeting by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock entitled to vote thereon;

        WHEREAS, on July 25, 2014, the Corporation filed with the Secretary of State a certificate of amendment to the Certificate, which amendment (the "2014 Share Increase Amendment") increased the total number of shares of Common Stock the Corporation is authorized to issue from 245,000,000 shares to 450,000,000 shares;

        WHEREAS, prior to the filing and effectiveness of the 2014 Share Increase Amendment, the 2014 Share Increase Amendment (i) was approved and declared advisable by the Board at a duly called and convened meeting thereof, (ii) was submitted to the stockholders for adoption thereby at the Corporation's annual meeting of stockholders held on July 23, 2014 (the "2014 Annual Meeting"), and (iii) was adopted at the 2014 Annual Meeting by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock and the Corporation's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"), voting together as a single class, entitled to vote thereon;

        WHEREAS, on June 30, 2017, the Corporation filed with the Secretary of State a certificate of amendment to the Certificate, which amendment (the "2017 Share Increase Amendment" and, collectively, with the 2000 Share Increase Amendment and the 2014 Share Increase Amendment, the "Share Increase Amendments") increased the total number of shares of Common Stock the Corporation is authorized to issue from 450,000,000 shares to 750,000,000 shares;

        WHEREAS, prior to the filing and effectiveness of the 2017 Share Increase Amendment, the 2017 Share Increase Amendment (i) was approved and declared advisable by the Board at a duly called and convened meeting thereof, (ii) was submitted to the stockholders for adoption thereby at the Corporation's annual meeting of stockholders held on June 28, 2017 (the "2017 Annual Meeting"), and (iii) was adopted at the 2017 Annual Meeting by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock and Series C Preferred Stock, voting together as a single class, entitled to vote thereon;

        WHEREAS, on May 19, 2011, the Corporation filed with the Secretary of State a certificate of amendment to the Certificate, which amendment (the "Reverse Stock Split Amendment") provided that, effective at 5:00 p.m. (Eastern Standard Time) on May 19, 2011, each 10 shares of Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to such effective time would be reclassified as one fully paid and nonassessable share of Common Stock;


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        WHEREAS, prior to the filing and effectiveness of the Reverse Stock Split Amendment, the Reverse Stock Split Amendment (i) was approved and declared advisable by the Board at a duly called and convened meeting thereof, (ii) was submitted to the stockholders for adoption thereby at the Corporation's annual meeting of stockholders convened on May 12, 2011 (the "2011 Annual Meeting"), and (iii) was adopted at the 2011 Annual Meeting by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock entitled to vote thereon;

        WHEREAS, the validity of the filing and effectiveness of the 2017 Share Increase Amendment has been challenged in a stockholder demand letter, dated July 6, 2017, due to statements in the proxy statement for the 2017 Annual Meeting with respect to the authority of brokers to vote shares held in "street name" on the proposal to approve the 2017 Share Increase Amendment without instructions from the beneficial owner of such shares and the treatment of any "broker non-votes";

        WHEREAS, the disclosure in the proxy statement for each of the 2000 Annual Meeting, 2011 Annual Meeting, and 2014 Annual Meeting with respect to the authority of brokers to vote shares held in "street name" on the proposal to approve, respectively, the 2000 Share Increase Amendment, the Reverse Stock Split Amendment and the 2014 Share Increase Amendment, was consistent in all relevant respects with the related disclosure in the proxy statement for the 2017 Annual Meeting;

        WHEREAS, in light of the foregoing, the Board has determined that the filing and effectiveness of each Share Increase Amendment and the Reverse Stock Split Amendment may constitute a defective corporate act (as defined in Section 204(h) of the Delaware General Corporation Law ("DGCL")) and that it is advisable and in the best interests of the CorporationCompany and its stockholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to ratifyremain with the filing and effectivenessCompany.

        The following terms shall be defined as set forth below:

"Act" means the Securities Act of each Share Increase Amendment1933, as amended, and the Reverse Stock Split Amendment pursuant torules and in accordance with Section 204regulations thereunder.

"Administrator" means either the Board or the compensation committee of the DGCL; and

        WHEREAS, any claim that any defective corporate acts referenced herein being ratified under Section 204Board or a similar committee performing the functions of the DGCLcompensation committee and which is void or voidable due to the failure(s)comprised of authorization, or that the Delaware Court of Chancery should declare, in its discretion, that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions, must be brought within the later of 120 days from the relevant validation effective time (which (x) in the case of the ratification of the filing and effectiveness of each Share Increase Amendment shall be date on which the certificate of validation in respect of such Share Increase Amendment is filed with the Secretary of State and becomes effective in accordance with the DGCL and (y) in the case of the ratification of the filing and effectiveness of the Reverse Stock Split Amendment shall be date on which the certificate of validation in respect of the Reverse Stock Split Amendment is filed with the Secretary of State and becomes effective in accordance with the DGCL).

        NOW, THEREFORE, BE IT RESOLVED, that the filing and effectiveness of each Share Increase Amendment and the filing and effectiveness of the Reverse Stock Split Amendmentless than two Non-Employee Directors who are the purported defective corporate acts to be ratified hereby;

        RESOLVED, FURTHER, that (i) the time of the filing and effectiveness of the 2000 Share Increase Amendment was June 21, 2000, at 1:00 p.m. (Eastern Time), (ii) the time of the filing and effectiveness of the 2014 Share Increase Amendment was July 25, 2014, at 1:28 p.m. (Eastern Time), (iii) the time of the filing and effectiveness of the 2017 Share Increase Amendment was June 30, 2017, at 11:38 a.m. (Eastern Time), and (iv) the time of the filing and effectiveness of the Reverse Stock Split Amendment was November May 19, 2011, at 5:00 p.m. (Eastern Time);

        RESOLVED, FURTHER, that the potential failure of authorization in respect of each Share Increase Amendment and the Reverse Stock Split Amendment is that the vote of the Corporation's stockholders in favor of the proposals to adopt each Share Increase Amendment and the Reverse Stock Split Amendment may not have been tabulated in conformity with the disclosure set forth in the proxy statement for the applicable annual meeting of stockholders;


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        RESOLVED, FURTHER, that, pursuant"Award" or"Awards," except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards and in accordance with Section 204 of the DGCL, the ratification of the filing and effectiveness of eachPerformance Share Increase Amendment and the Reverse Stock Split Amendment be, and hereby is, approved, adopted and confirmed in all respects;Awards.

        RESOLVED, FURTHER, that"Award Agreement" means a written or electronic agreement setting forth the officers ofterms and provisions applicable to an Award granted under the Corporation be, and each herebyPlan. Each Award Agreement is authorized, empowered and directed, for and on behalf of the Corporation, to submit the proposal to adopt the ratification of the foregoing purported defective corporate acts at a Special Meeting (as the same may be adjourned and/or postponed, the "Special Meeting") of the Corporation's stockholders, which meeting shall be held on Monday, October 23, 2017, at 10:00 a.m. (local time) at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 (unless the Board fixes another date, time and place), and are further directed to provide notice of the Special Meeting in accordance with Section 204(d) of the DGCL to the stockholders entitled to vote thereon and to all other holders entitled to notice thereunder;

        RESOLVED, FURTHER, that the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting shall be the close of business on September 14, 2017 (unless the Board subsequently fixes a different record date for such purposes);

        RESOLVED, FURTHER, that the Board hereby recommends that the stockholders entitled to vote thereon approve the ratification of the filing and effectiveness of each Share Increase Amendment and the Reverse Stock Split Amendment; and

        RESOLVED, FURTHER, that, subject to the approvalterms and conditions of the ratificationPlan.

"Board" means the Board of Directors of the filing and effectiveness of each Share Increase Amendment and the Reverse Stock Split Amendment by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock and Series C Preferred Stock, voting together as a single class, entitled to vote thereon, the officers of the Corporation be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to execute and file or cause to be filed with the Secretary of State a certificate of validation in respect of the ratification of each such act, with each such certificate containing such information and being in such form as is prescribed by Section 204 of the DGCL.

Additional Special Meeting MattersCompany.

        RESOLVED,"Cash-Based Award" means an Award entitling the recipient to receive a cash-denominated payment.

"Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

"Consultant" means any natural person that Andrew Marshprovides bona fide services to the Company, and Gerard L. Conway, Jr. be, and each of them acting singly hereby is, appointed as proxies, with full power to appoint his substitute, to act for and vote on behalf of all stockholders of the Corporation executing proxiessuch services are not in connection with the Special Meeting;offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities.

        RESOLVED, FURTHER, that Gerard L. Conway, Jr., or such other person as"Covered Employee" means an employee who is a "Covered Employee" within the Chief Executive Officer may determine, be appointed as Inspectormeaning of Elections, with power to appoint an alternate Inspector of Elections, to act at the Special Meeting and to make a written report thereof in accordance with Section 231162(m) of the DGCL.

Omnibus ResolutionsCode.

        RESOLVED, FURTHER, that the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, each Vice President and the General Counsel"Deferred Stock Award" means an Award of the Corporation (together, the "Authorized Officers") be, and each hereby is, authorized, empowered and directed, for and on behalf of the Corporation,phantom stock units to take any and all actions, to negotiate for and enter into agreements and amendments to agreements, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Corporation, all such certificates, instruments, agreements or other documents, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate the transactions contemplated by the foregoing resolutions and/or all of the transactions contemplated therein or thereby (including, without limitation, causing notice of the


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Special Meeting to be given to the stockholders and other persons entitled thereto under Section 204 of the DGCL, preparing and distributing a proxy statement for the Special Meeting, and retaining proxy solicitors and other meeting advisors), the authorization therefor to be conclusively evidenced by the taking of such action or the execution and delivery of such certificates, instruments, agreements or documents;

        RESOLVED, FURTHER, that the Board may abandon the ratification of any purported defective corporate act identified herein, whether before or after stockholder approval thereof and without further action thereby, at any time prior to the validation effective time (as defined in Section 204(h) of the DGCL) of such act; and

        RESOLVED, FURTHER, that any and all actions whether previously or subsequently taken by the Authorized Officers, which are consistent with and in furtherance of the intent and purposes of the foregoing resolutions and the consummation of the transactions contemplated therein, shall be, and hereby are, in all respects, ratified, approved, and confirmed.


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Appendix B

§ 204 Ratification of defective corporate acts and stockgrantee.

        (a)   Subject to subsection (f) of this section, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the Court of Chancery in a proceeding brought under § 205 of this title.

        (b)(1)  In order to ratify 1 or more defective corporate acts pursuant to this section (other than the ratification of an election of the initial board of directors pursuant to paragraph (b)(2) of this section), the board of directors of the corporation shall adopt resolutions stating:

            (A)  The defective corporate act or acts to be ratified;

            (B)  The date of each defective corporate act or acts;

            (C)  If such defective corporate act or acts involved the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued;

            (D)  The nature of the failure of authorization in respect of each defective corporate act to be ratified; and

            (E)  That the board of directors approves the ratification of the defective corporate act or acts.

    Such resolutions may also provide that, at any time before the validation effective time in respect of any defective corporate act set forth therein, notwithstanding the approval of the ratification of such defective corporate act by stockholders, the board of directors may abandon the ratification of such defective corporate act without further action of the stockholders. The quorum and voting requirements applicable to the ratification by the board of directors of any defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time the board adopts the resolutions ratifying the defective corporate act; provided that if the certificate of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this title, in each case as in effect as of the time of the defective corporate act, would have required a larger number or portion of directors or of specified directors for a quorum to be present or to approve the defective corporate act, such larger number or portion of such directors or such specified directors shall be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable, except that the presence or approval of any director elected, appointed or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a stockholder, shall not be required.

            (2)   In order to ratify a defective corporate act in respect of the election of the initial board of directors of the corporation pursuant to § 108 of this title, a majority of the persons who, at the time the resolutions required by this paragraph (b)(2) of this section are adopted, are exercising the powers of directors under claim and color of an election or appointment as such may adopt resolutions stating:

              (A)  The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;

              (B)  The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and

              (C)  That the ratification of the election of such person or persons as the initial board of directors is approved.


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        (c)   Each defective corporate act ratified pursuant to paragraph (b)(1) of this section shall be submitted to stockholders for approval as provided in subsection (d) of this section, unless:

            (1)   No other provision of this title, and no provision of the certificate of incorporation or bylaws of the corporation, or of any plan or agreement to which the corporation is a party, would have required stockholder approval of such defective corporate act to be ratified, either at the time of such defective corporate act or at the time the board of directors adopts the resolutions ratifying such defective corporate act pursuant to paragraph (b)(1) of this section; and

            (2)   Such defective corporate act did not result from a failure to comply with § 203 of this title.

        (d)   If the ratification of a defective corporate act is required to be submitted to stockholders for approval pursuant to subsection (c) of this section, due notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to each holder of valid stock and putative stock, whether voting or nonvoting, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted by the board of directors pursuant to paragraph (b)(1) of this section or the information required by paragraph (b)(1)(A) through (E) of this section and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the applicable validation effective time. At such meeting, the quorum and voting requirements applicable to ratification of such defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time of the approval of the ratification, except that:

            (1)   If the certificate of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this title in effect as of the time of the defective corporate act would have required a larger number or portion of stock or of any class or series thereof or of specified stockholders for a quorum to be present or to approve the defective corporate act, the presence or approval of such larger number or portion of stock or of such class or series thereof or of such specified stockholders shall be required for a quorum to be present or to approve the ratification of the defective corporate act, as applicable, except that the presence or approval of shares of any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required;

            (2)   The approval by stockholders of the ratification of the election of a director shall require the affirmative vote of the majority of shares present at the meeting and entitled to vote on the election of such director, except that if the certificate of incorporation or bylaws of the corporation then in effect or in effect at the time of the defective election require or required a larger number or portion of stock or of any class or series thereof or of specified stockholders to elect such director, the affirmative vote of such larger number or portion of stock or of any class or series thereof or of such specified stockholders shall be required to ratify the election of such director, except that the presence or approval of shares of any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required; and

            (3)   In the event of a failure of authorization resulting from failure to comply with the provisions of § 203 of this title, the ratification of the defective corporate act shall require the vote set forth in § 203(a)(3) of this title, regardless of whether such vote would have otherwise been required.


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    Shares of putative stock on the record date for determining stockholders entitled to vote on any matter submitted to stockholders pursuant to subsection (c) of this section (and without giving effect to any ratification that becomes effective after such record date) shall neither be entitled to vote nor counted for quorum purposes in any vote to ratify any defective corporate act.

        (e)   If a defective corporate act ratified pursuant to this section would have required under any other section of this title the filing of a certificate in accordance with § 103 of this title, then, whether or not a certificate was previously filed in respect of such defective corporate act and in lieu of filing the certificate otherwise required by this title, the corporation shall file a certificate of validation with respect to such defective corporate act in accordance with § 103 of this title. A separate certificate of validation shall be required for each defective corporate act requiring the filing of a certificate of validation under this section, except that (i) 2 or more defective corporate acts may be included in a single certificate of validation if the corporation filed, or to comply with this title would have filed, a single certificate under another provision of this title to effect such acts, and (ii) 2 or more overissues of shares of any class, classes or series of stock may be included in a single certificate of validation, provided that the increase in the number of authorized shares of each such class or series set forth in the certificate of validation shall be effective as of the date of the first such overissue. The certificate of validation shall set forth:

            (1)   Each defective corporate act that is the subject of the certificate of validation (including, in the case of any defective corporate act involving the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates upon which such putative shares were purported to have been issued), the date of such defective corporate act, and the nature of the failure of authorization in respect of such defective corporate act;

            (2)   A statement that such defective corporate act was ratified in accordance with this section, including means the date on which the board of directors ratified such defective corporate actamended and the date, if any, on which therestated Plan is approved by stockholders approved the ratification of such defective corporate act; and

            (3)   Information required by 1 of the following paragraphs:

              a.     If a certificate was previously filed under § 103 of this title in respect of such defective corporate act and no changes to such certificate are required to give effect to such defective corporate act in accordance with this section, the certificate of validation shallas set forth (x) the name, title and filing date of the certificate previously filed and of any certificate of correction thereto and (y) a statement that a copy of the certificate previously filed, together with any certificate of correction thereto, is attached as an exhibit to the certificate of validation;in Section 20.

              b.     If a certificate was previously filed under § 103 of this title in respect of the defective corporate act and such certificate requires any change to give effect to the defective corporate act in accordance with this section (including a change to the date and time of the effectiveness of such certificate), the certificate of validation shall set forth (x) the name, title and filing date of the certificate so previously filed and of any certificate of correction thereto, (y) a statement that a certificate containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate act is attached as an exhibit to the certificate of validation, and (z) the date and time that such certificate shall be deemed to have become effective pursuant to this section; or

              c.     If a certificate was not previously filed under § 103 of this title in respect of the defective corporate act and the defective corporate act ratified pursuant to this section would have required under any other section of this title the filing of a certificate in accordance with § 103 of this title, the certificate of validation shall set forth (x) a statement that a certificate


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      containing all of the information required to be included under the applicable section or sections of this title to give effect to the defective corporate act is attached as an exhibit to the certificate of validation, and (y) the date and time that such certificate shall be deemed to have become effective pursuant to this section.

    A certificate attached to a certificate of validation pursuant to paragraph (e)(3)b. or c. of this section need not be separately executed and acknowledged and need not include any statement required by any other section of this title that such instrument has been approved and adopted in accordance with the provisions of such other section.

        (f)    From and after the validation effective time, unless otherwise determined in an action brought pursuant to § 205 of this title:

            (1)   Subject to the last sentence of subsection (d) of this section, each defective corporate act ratified in accordance with this section shall no longer be deemed void or voidable as a result of the failure of authorization described in the resolutions adopted pursuant to subsection (b) of this section and such effect shall be retroactive to the time of the defective corporate act; and

            (2)   Subject to the last sentence of subsection (d) of this section, each share or fraction of a share of putative stock issued or purportedly issued pursuant to any such defective corporate act shall no longer be deemed void or voidable and shall be deemed to be an identical share or fraction of a share of outstanding stock as of the time it was purportedly issued.

        (g)   In respect of each defective corporate act ratified by the board of directors pursuant to subsection (b) of this section, prompt notice of the ratification shall be given to all holders of valid stock and putative stock, whether voting or nonvoting, as of the date the board of directors adopts the resolutions approving such defective corporate act, or as of a date within 60 days after such date of adoption, as established by the board of directors, at the address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice shall also be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, other than holders whose identities or addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted pursuant to subsection (b) of this section or the information specified in paragraphs (b)(1)(A) through (E) or paragraphs (b)(2)(A) through (C) of this section, as applicable, and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the Court of Chancery should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the later of the validation effective time or the time at which the notice required by this subsection is given. Notwithstanding the foregoing, (i) no such notice shall be required if notice of the ratification of the defective corporate act is to be given in accordance with subsection (d) of this section, and (ii) in the case of a corporation that has a class of stock listed on a national securities exchange, the notice required by this subsection may be deemed given if disclosed in a document publicly filed by the corporation with the Securities and "Exchange Commission pursuant to §§ 13, 14 or 15(d) [15 U.S.C. §§ 78m, 77n or 78o(d)] ofAct" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Fair Market Value" of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System

("NASDAQ"), NASDAQ Capital Market or another national securities exchange, the "Fair Market Value" of the Stock shall be the closing price of the Stock on such exchange on such date. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.

"Incentive Stock Option" means any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code.

"Non-Employee Director" means a member of the Board who is not also an employee of the Company or any Subsidiary.

"Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

"Option" or"Stock Option" means any option to purchase shares of Stock granted pursuant to Section 5.

"Performance-Based Award" means any Restricted Stock Award, Deferred Stock Award, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code and the regulations promulgated thereunder,thereunder.

"Performance Criteria" means the criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, sales or revenue, acquisitions or strategic transactions, achievement of project development milestones, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, total stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, capital raising transactions, debt transactions, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Administrator may appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring programs, and (v) any item of an unusual nature or of a type that indicates infrequency of occurrence, or both, including those described in the Financial Accounting Standards Board's authoritative guidance and/or in management's discussion and analysis of financial condition of operations appearing the Company's annual report to stockholders for the applicable year.

"Performance Cycle" means a calendar year period over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee's right to and the payment of a Restricted Stock Award, Deferred Stock Award, Performance Share Award or Cash-Based Award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals.

"Performance Goals" means, for a Performance Cycle, the specific goals established in writing by the Administrator for a Performance Cycle based upon the Performance Criteria.

"Performance Share Award" means an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.


"Restricted Stock Award" means an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Administrator, shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.

"Sale Event" shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of Stock are converted into or exchanged for securities of the successor entity and the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) the sale of all of the Stock of the Company to an unrelated person or entity.

        "Sale Price" means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

"Section 409A" means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

"Stock" means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.

"Stock Appreciation Right" means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

"Subsidiary" means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

"Ten Percent Owner" means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

"Unrestricted Stock Award" means an Award of shares of Stock free of any restrictions.

        SECTION 2.    ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


        All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.


        SECTION 3.    STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION



        SECTION 4.    ELIGIBILITY

        Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including Consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

        SECTION 5.    STOCK OPTIONS

        Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any holderSubsidiary that is a "subsidiary corporation" within the meaning of putative stock who otherwise consented theretoSection 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

        The Administrator in writing. Solelyits discretion may grant Stock Options to eligible employees and key persons of the Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee's election, subject to such terms and conditions as the Administrator may establish.


Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.


        SECTION 6.    STOCK APPRECIATION RIGHTS

        SECTION 7.    RESTRICTED STOCK AWARDS


Table of Contents        SECTION 16.    TRANSFER, LEAVE OF ABSENCE, ETC.

        (i)    Ratification under this section or validation under § 205 of this titlefollowing events shall not be deemed a termination of employment:

        SECTION 17.    AMENDMENTS AND TERMINATION

        The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder's consent. Except as provided in Section 3(d) or 3(e), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants of Options or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the exclusive means of ratifying or validating any act or transaction taken by or on behalfCode to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the corporation, includingCode, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 17 shall limit the Administrator's authority to take any defective corporate act,action permitted pursuant to Section 3(e).

        SECTION 18.    STATUS OF PLAN

        With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any issuanceAward or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company's obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

        SECTION 19.    GENERAL PROVISIONS



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        (c)   Service of the application under subsection (a) of this section upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the Court of Chancery to adjudicate the matter. In an action filed by the corporation, the Court may require notice of the action be provided to other persons specified by the Court and permit such other persons to intervene in the action.

        (d)   In connection with the resolution of matters pursuant to subsections (a) and (b) of this section, the Court of Chancery may consider the following:

        (e)   The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions brought under this section.

        (f)    Notwithstanding any other provision of this section, no action asserting:


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79 Del. Laws, c. 72, § 5; 80 Del. Laws, c. 40, § 9.DATE APPROVED BY STOCKHOLDERS:


 

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/08/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy 1234567materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. C/O BROADRIDGE PO BOX 1342 BRENTWOOD, NY 11717 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/08/2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL 123,456,789,012.12345Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Class II Directors Nominees 01 George C. McNamee 02 Johannes M. Roth 03 Gregory L. Kenausis The Board of Directors recommends you vote FOR proposals 1 through 5.2, 3 and 4. For 0 0 0 Against 0 Abstain 0 1To ratify the filing and effectiveness of the certificate of amendment to our amended and restated certificate of incorporation (our Certificate of Incorporation) filed with the Secretary of State of the State of Delaware (the Secretary of State) on June 21, 2000 and the increase in the number of shares of our authorized common stock, par value $0.01 per share (the Common Stock), effected thereby. For 0 Against 0 Abstain 0 3 To ratify the filing0 0 2 The approval of an Amendment and effectivenessRestatement of the certificate of amendment to our Certificate of Incorporation filed with the Secretary of State on June 30, 2017Company's Second Amended and the increase in the number of shares of our authorized CommonRestated 2011 Stock effected thereby. 0 0 0 0 0 0 2To ratify the filingOption and effectivenessIncentive Plan. The approval of the 4 To ratifyadvisory resolution regarding the filing and effectivenesscompensation of the certificateCompany's named executive officers. 3 4 The ratification of amendment to our Certificate of certificate of amendment to our Certificate of Incorporation filed withKPMG LLP as the Secretary of State on May 19, 2011 and the 1-for-10 reverse stock split effected thereby. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of proposals 1-4. Incorporation filed with the Secretary of State on July 25, 2014 and the increase in the number of shares of our authorized Common Stock effected thereby. 0 0 0 5Company's independent auditors for 2019. NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Yes 0 No 0For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 02 0000000000 1 OF 1 1 2 0000344217_1 R1.0.1.17 SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 John Sample 234567P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. 1234567 Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 C/O BROADRIDGE PO BOX 1342 BRENTWOOD, NY 11717 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567 2345670000415488_1 R1.0.1.18

 


FOR SECURITY PURPOSES, PLEASE BRING A VALID PICTURE ID IF YOU PLAN TO ATTEND THE MEETING Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting: The Notice & Proxy Statement, isForm 10-K is/are available at www.proxyvote.com SpecialAnnual Meeting of the Stockholders of PLUG POWER INC. October 23, 2017May 9, 2019 at 10:00 AM Eastern Time This Proxy is Solicited by the BoardThe stockholder(s) hereby appoint(s) each of Directors The undersigned stockholder hereby appoints Andrew Marsh president and chief executive officer, and Gerard L. Conway, Jr., general counsel and secretary or any of them, as proxies,proxy, with the power to appoint his respective substitute, and hereby authorizes each of them to represent and to vote as designated on the reverse side of this ballot, all of the shares of Common Stock of PLUG POWER INC. that the stockholder isstockholder(s) is/are entitled to vote at the SpecialAnnual Meeting of Stockholders to be held at 10:00 AM, Eastern Time on October 23, 2017,May 9, 2019, at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 and at any adjournment or postponement thereof. The undersigned hereby acknowledges receipt ofthereof, upon the matters set forth in the Notice of SpecialAnnual Meeting of Stockholders and Proxy Statement and revokes any proxy heretofore given with respect to such meeting.dated April 5, 2019. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER HEREIN.STOCKHOLDER. IF PROPERLY EXECUTED AND NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS"FOR" THE NOMINEES NAMED IN ITEM 1, THROUGH 5"FOR" THE APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S SECOND AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN IN ITEM 2, "FOR" THE APPROVAL OF THE ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS IN ITEM 3, AND "FOR" THE RATIFICATION OF KPMG LLP AS THE PROXIES (ORCOMPANY’S INDEPENDENT AUDITORS FOR 2019 IN ITEM 4. THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY ON ANY OF THEM) DEEM ADVISABLE ON SUCH OTHER MATTERS ASTHAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF STOCKHOLDERS OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 5.MEETING. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000344217_2 R1.0.1.170000415488_2 R1.0.1.18

 



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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2019
IMPORTANT VOTING INFORMATION STOCKHOLDERS MAY REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS.
INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING
ABOUT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
Recommendation of the Board
INFORMATION ABOUT OUR DIRECTORS
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
Option Exercises and Stock Vested—2018
PROPOSAL 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S SECOND AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN
Recommendation of the Board
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Recommendation of the Board
Recommendation of the Board
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL STOCKHOLDERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
DELIVERY OF PROXY MATERIALS AND ANNUAL REPORT
ANNUAL REPORT ON FORM 10-K
PLUG POWER INC. THIRD AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN