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

(Amendment No.    )

Plug Power Inc.

(Name of Registrant as Specified In Its Charter)

IMPORTANT VOTING INFORMATION

STOCKHOLDERS MAY REQUEST ELECTRONIC DELIVERY OF PROXY DOCUMENTS.

        Plug Power Inc. has made materials for its 2018 annual meeting of stockholders (the "Annual Meeting") to be held on Wednesday, May 16, 2018, 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 Annual Meeting.

INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING

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

PLUG POWER INC.

968 Albany Shaker Road

Latham, NYNew York 12110

March , 2018July 9, 2021

Dear Stockholder:

You are cordially invited to attend the 20182021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Plug Power Inc., a Delaware corporation (the "Company"(“Plug Power”),. In light of the COVID-19 pandemic, the meeting is scheduled to be held on Wednesday, May 16, 2018,via live audio webcast at www.virtualshareholdermeeting.com/PLUG2021, July 30, 2021, at 10:00 a.m., Eastern Time, atTime. There will not be a physical meeting location, and stockholders will not be able to attend the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018.Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions online during the virtual meeting. You will need the 16-digit control number, which is located on your proxy card, to attend the Annual Meeting. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Proxy Statement.

The proxy statement,Proxy Statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the Annual Meeting as well as information on how you can vote your shares and submit questions at the Annual Meeting. Only holders of record of Plug Power’s common stock at the close of business on June 16, 2021 will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

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.Meeting online. You may vote over the internet, by telephone or by mail. By submitting your proxy materials, you will save the Company the expense of further proxy solicitation. Please note that all votes cast by telephone or on the Internet must be cast prior to 11:59 p.m., Eastern Time, on July 29, 2021.

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.

        ThankWe hope that you for yourwill join us on July 30, 2021. Your investment and continued support of Plug Power.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2018:
Power are very much appreciated.

Our official Notice of Annual Meeting of StockholdersSincerely,

Andrew J. Marsh

President and Proxy Statement are available at:
www.proxyvote.comChief Executive Officer

PLUG POWER INC.

968 Albany Shaker Road

Latham, NYNew York 12110

(518) 782-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, May 16, 2018July 30, 2021

NOTICE IS HEREBY GIVEN that the 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) of Plug Power Inc., a Delaware corporation (the "Company"“Company”), will be held on Wednesday, May 16, 2018,July 30, 2021, via the Internet at www.virtualshareholdermeeeting.com/PLUG2021, 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 purpose of considering and voting upon:

1.

The election of three Class I Directors each to hold office until the Company's 2021 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified or until such director's earlier resignation or removal;



2.

The approval of the issuance by the Company of shares of common stock representing 20% or more of the Company's issued and outstanding common stock upon the exercise of a warrant issued by the Company to Walmart, Inc. as described in the accompanying proxy statement;



3.

The approval of the advisory resolution regarding the compensation of the Company's named executive officers as described in the accompanying proxy statement;



4.

The ratification of KPMG LLP as the Company's independent auditors for 2018; and



5.

1.

The election of three (3) Class I Directors, each to hold office until the Company’s 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal;

2.

The approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 750,000,000 shares to 1,500,000,000 shares as described in the accompanying proxy statement;

3.

The approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan as described in the accompanying proxy statement;

4.

The approval of the non-binding advisory resolution regarding the compensation of the Company’s named executive officers as described in the accompanying proxy statement;

5.

The ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2021; and

6.

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

In light of the COVID-19 pandemic, this year’s Annual Meeting will be held in a virtual-only meeting format. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting and any adjournments or postponements thereof.

PLUG POWER INC.
968 Albany Shaker Road

Latham, NYNew York 12110

(518) 782-7700

Annual Meeting has been sent directly to you by us.

If your shares are held in a stock brokerage accountthrough one or by a bankmore brokers, banks or other nominee, thenominees, such broker, bank or 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"“street name”. A noticeYou will receive the Notice of the Annual Meeting, or this proxy statementProxy Statement and the voting instruction card have been forwarded tofrom the third party or parties through which you by your nominee.hold our shares. 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.

What is a broker non-vote?

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 have not been timely received from a beneficial owner.

Your bank, broker or other nominee will enclose theprovide you with instructions with the proxy materials they send you. The telephone and Internet voting procedures are designedthat you must follow to authenticate stockholders' identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

How are abstentions and broker non-votes treated?

Abstentions are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Abstentions will have no effect in determining the outcome of the election of directors (Proposal 1). For each of Proposals 2, 3 and 4, abstentions will be

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 Annual 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 Annual Meeting and each additional notice or voting instruction card you receive to ensure that all your shares are voted.

Who can help answer my questions?

The information provided above in this "Question“Question and Answer"Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement.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, pleaseProxy Statement. 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 contact MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at PROXY@MACKENZIEPARTNERS.COM.

INFORMATION ABOUT OUR DIRECTORS

The number of directors of the Company is presently fixed at nine (9)ten (10), and the Board of Directors currently consists of nine (9)ten (10) 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)four (4) 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'sCompany’s stockholders at each Annual Meeting of Stockholders.

The Board of Directors has nominated Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer for re-election as Class I Directors.

        The Board of Directors has determined that Ms. Helmer and Messrs. McNamee, Willis, Hickey, 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 I 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

Class II Directors

Class III Directors

The Board of Directors has serveddetermined that Messes. Helmer and Harriman, Dr. Kenausis, Dr. Song and Messrs. McNamee, Willis, Silver, Roth and Schneider are independent directors as Chief Executive Officer, Presidentdefined in Rule 5605(a)(2) under the Marketplace Rules of the National Association of Securities Dealers, Inc. (the “NASDAQ Rules”).

Investor Agreement

Pursuant to the Investor Agreement (the “Investor Agreement”), dated as of February 24, 2021, between the Company, Grove Energy Capital LLC (“Grove Energy”), SK Holdings, Co., Ltd (“SK Holdings”), and member ofSK E&S Co., Ltd. (“SK E&S”), Grove Energy is entitled to designate one person (the “SK Designee”) to be appointed to the Board of Directors of the Company since April 2008. As President and CEO, Marsh plans and directs all aspects ofCompany.

Grove Energy has the organization's policies and objectives, and is focused on buildingright to require the Board to nominate 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 productsSK Designee for election to the telecommunications sector. During Mr. Marsh's tenure, Valere Power received many awards such asBoard by 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

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company held thirteen meetings during the fiscal year ended December 31, 2020 (“Fiscal 2020”). The Board has established three standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. During Fiscal 2020, 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).

Audit Committee

The Audit Committee consists of Messrs. GravesDr. Kenausis (Chair), and Mr. Willis, Roth, Kenausis, and Ms.Messes. Harriman and Helmer. Kimberly A. Harriman was appointed as a member of the Audit Committee on February 18, 2021. The Audit Committee held eightfive meetings during Fiscal 2017 and each member attended at least 75% of the meetings during the period in which such person served on the committee.2020.

Audit Committee Report

The Audit Committee of the Board is currently composed of fivefour 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").SEC. In addition, the Board has made a determinationdetermined that Mr. GravesDr. Kenausis qualifies as an "audit“audit committee financial expert"expert” as defined in the applicable rules of the SEC. Mr. Graves'Dr. Kenausis’ designation by the Board as an "audit“audit committee financial expert"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'sCommittee’s primary responsibility is for oversight of the Company'sCompany’s accounting and financial reporting processes, audits of the Company'sCompany’s financial statements, and internal control over financial reporting. A more complete description of the Audit Committee'sCommittee’s functions is set forth in the Audit Committee'sCommittee’s charter which is published on the "Investors"“Investors” section of the Company'sCompany’s website atwww.plugpower.com. Our website is not incorporated into or a part of this Proxy Statement.

In accordance with the Audit Committee'sCommittee’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'sCompany’s independent auditors,registered public accounting firm, KPMG LLP, ("KPMG"), reportreports directly to the Audit Committee and are responsible for performing an independent

The Audit Committee reviewed and discussed with management of the Company and KPMG LLP the Company's 2017 quarterly unaudited interimCompany’s audited consolidated financial statements and 2017 annual consolidated financial statements,for the fiscal year ended December 31, 2020, including management'smanagement’s assessment of the effectiveness of the Company'sCompany’s internal controls over financial reporting as of December 31, 2017. Management has represented to2020.

On March 16, 2021, the Company and the Audit Committee concluded that, because of errors identified in the Company'sCompany’s previously issued financial statements, the Company’s audited consolidated financial statements as of and for the years ended December 31, 2019 and 2018 and its unaudited quarterly consolidated financial statements as of and for each of the quarterly periods ended March 31, 2020 and 2019, June 30, 2020 and 2019, September 30, 2020 and 2019 and December 31, 2019 were preparedrestated. These errors were identified after the Company reported its 2020 fourth quarter and year end results on February 25, 2021. The Company determined that these errors were the result of a material weakness in accordance with U.S. generally accepted accounting principles,internal control over financial reporting which are described in Part II, Item 9A, “Controls and Procedures” in the Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”).

Management performed an assessment of the effectiveness of our internal control over financial reporting and concluded that theour internal control over financial reporting was not effective as of December 31, 2017.2020. Management identified the following deficiency in internal control over financial reporting as of December 31, 2020: the Company did not maintain a sufficient complement of trained, knowledgeable resources to execute its responsibilities with respect to internal control over financial reporting for certain financial statement accounts and disclosures. As a consequence, the Company did not conduct an effective risk assessment process that was responsive to changes in the Company’s operating environment and did not design and implement effective process-level controls activities in the following areas:

As reported in the Form 10-K and the Form 10-Q for the quarter ended March 31, 2021, the Company continues to take steps to remediate this material weakness and will continue to take further steps until such remediation is complete. These steps include the following:

The Company also intends to deploy new tools and tracking mechanisms to help enhance and maintain the appropriate documentation surrounding its classification of operating expenses.

The Company will report regularly to the Audit Committee on the progress and results of the remediation plan, including the identification, status, and resolution of internal control deficiencies.

As the Company works to improve its internal control over financial reporting, the Company may modify its remediation plan and may implement additional measures as it continues to review, optimize and enhance its financial reporting controls and procedures in the ordinary course. The material weakness will not be considered remediated until the remediated controls have been operating for a sufficient period of time and can be evidenced through testing that they are operating effectively. The material weakness has not been remediated as of March 31, 2021. For more information about the restatement, including impacts on the Company’s financial statements, and the Company’s remediation plan, see the Form 10-K that is available at www.proxyvote.com.

Additionally, the Audit Committee has discussed with KPMG anyLLP other 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.standards. The Audit Committee has also discussed related party transactions, the critical accounting policies used in the preparation of the Company'sCompany’s annual consolidated financial statements, alternative treatments of financial information within generally accepted accounting principlesGAAP that KPMG LLP discussed with management, if any, and the ramifications of using such alternative treatments and other written communications between KPMG LLP and management.

KPMG LLP 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'public accounting firm’s communications with audit committees concerning auditor independence, and the Audit Committee discussed with KPMG LLP that firm'sfirm’s independence. The Audit Committee has also concluded that KPMG'sKPMG LLP’s performance of services is compatible with KPMG'sKPMG LLP’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

consolidated financial statements; (3) "tax fees"“tax fees” are fees for tax compliance, tax advice, and tax planning; and (4) "all“all other fees"fees” are fees for any services not included in the first three categories.

The Audit Committee approvedpre-approved all audit and non-auditaudit-related services provided to the Company by KPMG LLP during Fiscal 2017.2020.

Compensation Committee

The Compensation Committee consists of Messrs. Willis (Chair), McNameeRoth and Hickey,McNamee, each of whom is an independent director under the NASDAQ Rules. The Compensation Committee held sevenfive meetings during Fiscal 2017.2020. See "Compensation“Compensation Committee Report"Report” and "Compensation“Compensation Committee Interlocks and Insider Participation"Participation” for a further description of the activities of the Compensation Committee and its activities in Fiscal 2017.2020. The Compensation Committee'sCommittee’s primary responsibilities include (i) dischargingreviewing, prescribing and approving compensation policies, plans and programs that are appropriate for the responsibilitiesCompany in light of all relevant circumstances, that provide incentives to achievement of the Board relating to compensationCompany’s goals and objectives, that are consistent with the culture of the Company'sCompany and that further the overall goal of building stockholder value; and (ii) reviewing and approving changes to the Company’s executive officers (ii) providing oversight ofand management team as the Company's benefit, perquisiteCompany’s needs and employee equity programs, and (iii) reviewing the adequacy of the Company's management succession plans.priorities evolve over time. A more complete description of the Compensation Committee'sCommittee’s functions is set forth in the Compensation Committee'sCommittee’s charter which is published on the "Investors"“Investors” section of the Company'sCompany’s website atwww.plugpower.com. Our website is not incorporated into or a part of this Proxy Statement.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee (the "Governance Committee") consists of Ms. Helmer (Chair) and Messrs. Roth, Schneider and Hickey (Chair),Silver, each of whom is an independent director under the NASDAQ Rules. The Corporate Governance and Nominating Committee held sixfour meetings during Fiscal 2017.2020. The

to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing and full compliance with all laws affecting our business. In the event that we amend or waive certain provisions of our code of conduct in a manner that requires disclosure under applicable rules, we intend to provide such required disclosure on our website in accordance with applicable SEC and NASDAQ Rules. Our code of ethics is available on our website at www.plugpower.com under Investor Relations. Our website is not incorporated into or a part of this Proxy Statement.

Director Compensation

The Compensation Committee periodically reviews the Company's Company’s Non-Employee Director Compensation Plan (the "Plan"“Plan”) to ensure that the compensation aligns the directors'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'sCompany’s directors when considering the work required in a company of the size and scope of the Company.Company, and looks at peer group compensation for directors to determine whether our director compensation is reasonable and competitive in relation to our peers. Employee directors do not receive additional compensation for their services as directors.

During 2017, the Compensation Committee engaged Radford, an Aon Hewitt Company, 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.

        Pursuant2020, pursuant to the Plan, upon initial election or appointment to the Board, each non-employee directors receive director received a non-qualified stock options equivalentoption to purchase a number of shares equal to $150,000 in value,divided by the closing price of our Common Stock on the grant date, with an exercise price equal to fair market value of the Common Stock on the grant date and that becomebecomes fully vested and exercisable on the first anniversary of the grant date. Each year of a non-employee director's tenure, theIn 2020, each director receivesreceived an annual equity grant equivalentcomprised of (i) a non-qualified stock option for a number of shares equal to $125,000 in value that is paid 50% in non-qualified stock options$62,500 divided by the closing price of our Common Stock on the date of grant and 50% in(ii) a number of shares of restricted Common Stock.Stock equal to $62,500 divided by the closing price of our Common Stock on the grant date. The stock option portion of the grant has an exercise price equal to the fair market value of our Common Stock 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.

        UnderDuring 2020, under the Plan, each non-employee director iswas paid an annual retainer of $40,000 ($85,000 for any non-employee Chairman) for his or her services. Committee members receivereceived additional annual retainers for their service on committees of the Board in accordance with the following table:

directors upon initial election to the Board and annually. The adjustments to the annual retainer and equity grants were designed to be competitive with Financial Accounting Standardsour 2020 peer group.

Effective January 1, 2021, pursuant to the Plan, upon initial election or appointment to the Board, ("FASB") Accounting Standards Codification ("ASC") Topic 718. Pursuanteach non-employee director (other than Dr. Song) will receive a non-qualified stock option to SEC rules, the amounts shown exclude the impactpurchase a number of estimated forfeitures. Fair value is calculated usingshares equal to $225,000 divided by the closing price of our Common Stock on the grant date, with an exercise price equal to fair market value of our Common Stock on the grant date and that becomes fully vested and exercisable on the first anniversary of the grant date. Each year of a non-employee director’s tenure, the director (other than Dr. Song) will receive an equity grant comprised of (i) a non-qualified stock option for a number of shares equal to $112,500 divided by the closing price of our Common Stock on the date of grant.the grant and (ii) a number of shares of restricted Common Stock awards grantedequal to directors vest immediately. For additional information$112,500 divided by the closing price of our Common Stock on the grant date. The stock awards, refer to note 16option portion of the Company's consolidated financial statements in our Form 10-K for the year ended December 31, 2017, as filed with the SEC. These amounts reflect the Company's accounting expense for these awards, and do not correspondgrant will have an exercise price equal to the actualfair market value thatof our Common Stock on the grant date and become fully vested and exercisable on the first anniversary of the grant date. The restricted Common Stock grant will become fully vested on the first anniversary of the grant date.

Effective January 1, 2021, under the Plan, each non-employee director (other than Dr. Song) will be recognized by the paid an annual retainer of $60,000 ($125,000 for any non-employee directors.

Policy Governing Director Attendance at Annual Meetings

        The Board has adopted a formal policy that allAll of our directors are expected to attend the Company'sCompany’s Annual Meetings of Stockholders, in person, unless doing so is impracticable due to unavoidable conflicts. At the time of the 20172020 Annual Meeting, the Company had eleven (11)eight directors, nine (9)all of whom attended the 20172020 Annual Meeting.

Board Membership Criteria

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

•

The nominee must have high personal and professional integrity, must have demonstrated exceptional ability and judgment, and must be expected, in the judgment of the Corporate Governance and Nominating Committee, to be highly effective, in conjunction with the other nominees to the Board, in collectively serving the interests of the Company and its stockholders.

Nominating Committee will apply the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate'scandidate’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 Corporate Governance and Nominating Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Corporate Governance and Nominating 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'sCommittee’s current policy with regard to the consideration of director candidates, please refer to "Policies“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.

CORPORATE RESPONSIBILITY

Plug Power recognizes that environmental, social and governance issues are of increasing importance to many investors. We are proud to have published our first Corporate Environmental, Social, and Governance (“ESG”) report this year. The report contains information about our approach to ESG and details our efforts to link environmental and social impacts to our business strategy to lead the global green hydrogen economy. The ESG report is posted on our website. As part of our ESG efforts, we are committed to fostering a positive and engaging culture of inclusion, care and support where all people throughout our global workforce can thrive. We believe that a diverse workforce and inclusive workplace is essential to our innovation and growth. We are also dedicated to strengthening and improving the quality of life in our communities through partnerships, engagement and employee giving. We believe that working together with our communities creates better outcomes on issues that matter to us all. Corporate responsibility is an enterprise-wide commitment and our executive team, supported by our Board of Directors, monitors and supports our corporate responsibility efforts.

People and Communities

We believe in making a positive impact in the communities where we live and work. From organizations dedicated to health, housing and development and children and families in need — we strive to empower the local community through philanthropic efforts. We also encourage our employees to donate to charitable organizations of their choice.

Education

We are active in educational engagement and seek to broaden the educational opportunities of students in our communities who demonstrate a passion for science and technology that extends beyond the classroom. Through hosting education tours for local school groups, supporting local science fairs and participating in the Future Cities program, we are working to empower the next generation of inventors.

Sustainability

We are committed to integrating sustainability into our day-to-day operations to conserve, protect and improve the environment we live in.

Diversity and Inclusion

We invest in the long-term development and engagement of our employees by aspiring to have an increasingly diverse workforce, inclusive environment, training and development programs and a culture where our people can thrive. We are committed to providing and supporting a work environment that promotes equality of opportunity among our employees. We strive for our workforce to be truly representative of all sections of society and for each employee to feel respected and able to perform at his or her best. In the United States, 23.6% of our employee population is considered diverse and 14.9% is female.

Environmental, Health and Safety Policy

As a leader in innovative solutions and services that drive technology advancements in the fuel cell industry, Plug Power is committed to responsible business — for our people and for the environment. This responsibility extends from our operations, to our diverse eco-system of partners, and to our customers. We are committed to continued integration and improvement of environmental, health and safety (EHS) management practices into our business.

To demonstrate our commitment, Plug Power strives to:

Plug Power leadership has developed and endorses this EHS Policy. In this capacity, leadership is responsible for communicating this policy to our stakeholders, as well as for its effective implementation. All Plug Power employees, suppliers and contractors are expected to uphold this policy and adhere to relevant company EHS policies, procedures and requirements.

Climate Change Policy

Climate change is a serious environmental, social and economic threat that calls for immediate and collaborative action among all sectors of society. Plug Power acknowledges its role in addressing this global issue and is committed to minimizing its greenhouse gas (GHG) emissions by:

Plug Power leadership takes ownership and monitors our performance in reducing GHG emissions and mitigating climate change by factoring this into our organization’s strategies.

Sustainability and Safety

We are committed to providing a safe and healthful working environment for our employees, which includes maintaining compliance with all applicable federal, state and local laws, rules and regulations relating to workplace safety and conditions. We strive for zero work-related injuries or illnesses. To that end, we have implemented written programs, including a Health and Safety Program and an Injury and Illness Prevention Program, which set forth our policies and procedures for workplace safety, hazard identification and correction, compliance, communication, investigations, training and recordkeeping. Any significant safety or health matters are communicated to the Executive Management team, the appropriate Board of Director committees and/or the full Board of Directors.

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.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

Sanjay K. Shrestha joined the Company as Chief Strategy Officer in 2019. Prior to joining Plug Power, Mr. Shrestha served as the Chief Investment Officer of Sky Solar Holdings, which owned and operated solar projects in Japan, Europe and the Americas, and President of Sky Capital America, which owned and operated solar projects in North and South America, since 2015. Under his leadership, Sky Capital America built and acquired over 100MW of operating solar assets and secured a pipeline over 100MW. He also sourced various types of financing solutions to support this growth, including project debt, construction equity and long-term equity. Before global solar IPP, he led the renewables investment banking effort at FBR Capital Markets since 2013. During 2014, and under his leadership, the firm was ranked among the top renewable energy underwriters in the United States. Prior to joining FBR Capital Markets, Mr. Shrestha was the global head of renewables research coverage at Lazard Capital Markets. During his tenure at Lazard Capital Markets, he was a member of the Institutional Investor All America Research team and was also ranked as one of the top five stock pickers on a global basis. Prior to Lazard Capital Markets, Mr. Shrestha was at First Albany Capital, where he built the firm’s renewables and industrial research practice. Mr. Shrestha serves as an independent director on the board of directors of Fusemachines, an artificial intelligence talent and education solutions company. Mr. Shrestha received a Bachelor of Science from The College of Saint Rose. He brings to the Company almost two decades of experience in the broader clean tech sector.

Jose Luis Crespojoined the Company as Vice President of Business and International Sales in 2014. He was promoted to Vice President of Global Sales in January of 2015.2015 and in 2016 he was also named General Manager for Hypulsion, the Company’s wholly owned European subsidiary. 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 MastersMaster in Business Administration from the University of Phoenix and a degree in Telecommunications Engineering from the Engineering University of Madrid, Spain.

Martin D. Hulljoined 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 BachelorsBachelor of Business Administration with a concentration in Accounting from the University of Notre Dame. Additionally, he is a Certified Public Accountant.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis discusses our compensation policies and determinations that apply to our named executive officers. When we refer to our “named executive officers” we are referring to the following individuals:

While the discussion in this section is focused on our named executive officers, many of our executive compensation programs apply broadly across our executive ranks. The following discussion should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

Our Response to the Covid-19 Pandemic

Like all companies, Plug Power was impacted by the Covid-19 pandemic. We provide whatrose to the challenge and our response is reflective of our culture and our commitment to our employees, to our customers and to society. Below are a few highlights:

The Covid-19 pandemic has highlighted the importance of innovative technology-driven solutions and imaginative human capital management to address an unprecedented crisis; it has also revealed just how interconnected we are as a society. We are proud of our Company’s response, and we are grateful for the extraordinary contribution of our employees to the success of Plug Power.

2020 Business and Strategic Highlights

2020 was an exceptional year for the Company. The Company successfully executed on its strategic growth pillars to reach significant milestones during 2020. 2020 results include the following achievements that impacted executive compensation:

In addition, the Company made significant progress in solidifying its global leadership position in green hydrogen solutions by executing term sheets for a joint venture in France with Groupe Renault, a top automotive player, and a joint venture in Asia with a subsidiary of SK Holdings to bring hydrogen solutions to Korea, China and Vietnam, which joint ventures were announced in January 2021.

Stockholder Value Creation

Below is a competitiveline graph comparing the percentage change in the cumulative total return of the Company’s Common Stock, based on the market price of the Company’s Common Stock, with the total return of companies included within the NASDAQ Clean Edge Green Energy Index (CELS) and the companies included within the Russell 2000 Index (RUT) for the period commencing December 31, 2015 and ending December 31, 2020. The calculation of the cumulative total return assumes a $100 investment in the Company’s Common Stock, the

NASDAQ Clean Edge Green Energy Index (CELS) and the Russell 2000 Index (RUT) Index on December 31, 2015 and the reinvestment of all dividends, if any.

CEO 2020 Actual Pay Mix		Average Other NEO 2020 Actual Pay Mix

Base salary reflects received base salary in fiscal 2020.

Key elements of our compensation programs include the following:

Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

Setting Executive Compensation

The Compensation Committee is responsible for reviewing, and recommending to the Board for approval, the compensation of our executive officers, including 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 making its recommendations regarding 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 executive management team through a combination ofCompensation Committee with respect to the appropriate base salary, annual incentive bonuses and performance measures, and grants of long-term equity incentive compensation, and broad-based benefits programs. We place emphasis on pay-for-performance based incentive compensation, which is designed to rewardawards for each of our executives based onother than himself. The Chairman of the achievement of predetermined performance goals. This Compensation Discussion and Analysis explains our compensation objectives, policies and practicesCommittee makes recommendations to the Compensation Committee with respect to each individual serving as ourthe Chief Executive Officer or Chief Financial Officer during 2017Officer’s compensation. The Compensation Committee makes its determination regarding executive compensation and then makes a recommendation to the Board for approval. The Board discusses the Compensation Committee’s recommendations and ultimately approves the compensation of the executive officers.

In setting executive base salaries and annual cash bonuses and granting equity incentive awards, the Compensation Committee and the three most highly-compensatedBoard consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders, and a long-term commitment to our Company.

Independent Compensation Consultant

For purposes of evaluating 2020 compensation for each of our named executive officers and making 2020 compensation decisions, our Compensation Committee retained Radford as its independent compensation consultant. Radford has not performed services for the Company other than consulting services related to the compensation and benefits of our Chief Executive Officerexecutives and Chief Financial Officer, whodirectors. Radford assisted the Compensation Committee in the development of a compensation peer group and provided their market analysis of the various components of compensation for the named executive officer positions, including base salary, annual cash bonus and equity compensation.

Our Compensation Committee has analyzed whether the work of Radford raised any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the engagement of Radford does not create any conflict of interest pursuant to the SEC guidelines and NASDAQ Rules.

Peer Group Selection and Market Data

In evaluating the total compensation of our named executive officers, our Compensation Committee, using information provided by Radford, established a peer group of publicly traded companies. Developing a compensation peer group for the Company for compensation comparison purposes is challenging because there are collectively referredfew pure fuel cell peer companies that are publicly-traded, stand-alone, U.S.-based and size-appropriate. Nonetheless, we strive to establish a peer group that provides appropriate compensation data for evaluating the competitiveness of our compensation program and we believe that the mix of companies in the technology and fuel cell industries that comprise our compensation peer group provides appropriate reference points for compensation and performance comparisons. However, the companies in our peer group have historically differed from the companies used as peers by some proxy advisory firms. These differences in the "namedcomposition of compensation peer groups can result in substantial differences in how such firms view our compensation relative to our peers.

Our 2020 peer group was selected based on a balance of the following criteria:

It is important to note that while any one individual peer company will not be fully reflective of Plug Power’s size, business model and industry, the peer group, as a whole, aims to reasonably represent Plug Power’s competitive market for executive talent, business characteristics, and business stage.

Based on these criteria, our peer group for 2020, as approved by our Compensation Committee, was comprised of the following 22 companies:

Based on data compiled by Radford at the time of the peer group review, our revenues and market capitalization margin were at the 12^th and 49^th percentiles, respectively, in relation to the peer group.

As an additional reference, our Compensation Committee also uses data from the Radford Global Technology executive compensation survey (the “Radford Survey”) to evaluate the competitive market generally when formulating its recommendation for the total direct compensation packages for our executive officers." The Radford Survey provides compensation market intelligence and is widely used within the technology industry.

Due to the nature of our business, we also compete for executive talent with companies outside our peer group, including public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential.

In accordance with Section 14Asetting compensation, the Compensation Committee considers each executive’s level and job performance, his duties and responsibilities at the Company compared to the duties and responsibilities of executive officers in similar positions at the peer group companies and in the survey data, other circumstances unique to the Company, and evaluates whether the compensation elements and levels provided to our executives are generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the peer group or within survey data. The Compensation Committee considers both objective and subjective criteria to evaluate Company and individual performance, which allows it to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the Compensation Committee does not formulaically tie compensation decisions to any particular percentile level of total compensation paid to executives at the peer group companies or survey data.

Looking ahead to 2021—Our peer group for 2021, as approved by our Compensation Committee, is comprised of the Exchange Act,following 22 companies:

Our revenues and market capitalization margin were at the 23^rd and 100^th percentiles, respectively, in relation to the peer group.

Role of Stockholder Say-on-Pay

We pay careful attention to any feedback we are providing the Company'sreceive from our stockholders the opportunity toabout our executive compensation program. At our 2020 Annual Meeting of Stockholders, we conducted our annual non-binding, advisory vote on a non-binding, advisory resolution to approve the compensation of our named executive officers, atcommonly referred to as a “say-on-pay” vote, in accordance with the 2018 Annual Meeting (See Proposal 3). The Company'sDodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Approximately 81% of the votes cast by stockholders on this proposal were also provided this opportunity atcast in support of the 2017 Annual Meeting and voted in favor of that non-binding, advisory resolution. The Compensation Committee evaluatedcompensation paid to our named executive officers. Although the results of the 2017say-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 approvinginto account when making decisions regarding the compensation of our named executive officers as well as discussions we have had in recent years with our stockholders and the other factors discussed in thisofficers.

Our Executive Compensation Discussion and Analysis when evaluating our executive compensation and compensation policies and practices. While eachProgram

The primary components of these factors informed the Compensation Committee's decisions regarding our executive compensation program the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote.

Base Salary

        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 contributionssmallest component of our executives,each executive officer’s total direct compensation and our executives' performance during the prior year.

        Afterrepresent a review of 2016 base salaries,fixed amount paid to each executive for performing his or her normal duties and in consideration of the recommendations made by Radford, we did not implement increases to the base salary of any of our named executive officers for 2017. The annual base salaries of our named executive officers for 2017 and 2016 were as follows: Mr. Marsh—$600,000; Mr. Middleton—$375,000; Mr. Schmid—$391,000; Mr. Conway—$280,000, and Mr. Crespo—$220,000.responsibilities. Our executives'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'executives’ performance and increased experience, any changes in our executives'executives’ roles and responsibilities, and other factors. The initialfollowing table sets forth the annual base salaries that we negotiatedfor our named executive officers for each of 2019 and 2020, as well as the percentage increase year-over-year. Consistent with our executives werepay-for-performance philosophy, the increases are merit based on our understandingin recognition of the market at the time, the individual experiencestrong performance 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.contribution:

Name		2019 Base Salary ($)				2020 Base Salary ($)(1)				Increase (%)
Andrew J. Marsh			600,000				676,442				12.7	%		•  Mr. Marsh’s last salary increase was in 2014
Paul B. Middleton			375,000				387,188				3.3	%		•  Mr. Middleton’s last salary increase was in 2014
Sanjay K, Shrestha			306,538				338,222				10.3	%		•  Mr. Shrestha’s first salary hire in 2019 to reflect additional responsibilities in connection with leadership of our Energy Solutions Business
Keith C. Schmid			391,000				393,317				2.5	%		•  Mr. Schmid’s last salary increase was in 2015
Jose Luis Crespo			220,000				227,692				3.5	%		•  Mr. Crespo’s last salary increase was in 2014

(1)

The reported amounts reflect the effective annual base salaries for 2020 which are a composite of (a) base salaries in effect from January 1, 2020 to September 28, 2020, which were as follows: Andrew J. Marsh – $651,923; Paul B. Middleton – $386,250; Sanjay K. Shrestha – $325,962; Keith C. Schmid – $391,000; and Jose Luis Crespo – $226,922 and (b) base salary increases in effect from September 29, 2020 through December 31, 2020, which were as follows: Andrew J. Marsh – $750,000; Paul B. Middleton – $390,000; Sanjay K. Shrestha – $375,000; Keith C. Schmid – $400,000; and Jose Luis Crespo – $230,000.

Annual Cash Incentive Bonuses

Our named executive officers are eligible to receive annual cash incentive bonuses based on our pay-for-performancepay-for- performance incentive compensation program. They are eligible to receive annual incentiveAnnual bonuses primarilyfor 2020 were based upon theirCompany performance as measured against predetermined individualpre-established performance goals, including financial measures, achievement of strategic objectives, and other factors.factors as described in more detail below. The primary objective of this program is to motivate and reward our named executive officers for meeting individualCompany performance goals. We do not believegoals that every important aspect of executive

below sets forth, for each named executive officer, the threshold, target and target performance attainment levels are intended to provide for correspondingly greater or lesser incentivesstretch annual bonus opportunity, both as a percentage of the named executive officer’s year-end base salary and in the event that performance is within an appropriate range above or below the target performance attainment level.dollars.

 In order to link

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 potentialexecutive’s bonus amount based on histhe level of attainment of each of his individual performancethe Company goals (with the exception of the Chief Executive Officer himself whose level of attainment is evaluated by the Compensation Committee directly).

The Compensation Committee determined the 2020 annual cash incentive awards for the named executive officers using the following framework: