UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2021
Plug Power Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-34392 | 22-3672377 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
968 Albany Shaker Road, Latham, New York | 12110 | |
| (Address of principal executive offices) | (Zip Code) |
(518) 782-7700
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | PLUG | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Plug Power Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format via live audio webcast on July 30, 2021. At the Annual Meeting, the Company’s stockholders voted upon the following five matters:
1. The election of Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as 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.
3. The approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan.
4. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
5. The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
At the Annual Meeting, the stockholders elected Andrew J. Marsh, Gary K. Willis, and Maureen O. Helmer as Class I Directors, approved the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, approved the Plug Power Inc. 2021 Stock Option and Incentive Plan, approved the non-binding advisory resolution regarding the compensation of the Company’s named executive officers, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Set forth below are the final voting results for each matter voted upon:
Proposal 1 – Election of Class I Directors
Director | For | Withheld | Broker Non-Votes | |||||||||
Andrew J. Marsh | 289,643,929 | 4,432,500 | 76,344,190 | |||||||||
Gary K. Willis | 209,777,049 | 84,299,380 | 76,344,190 | |||||||||
Maureen O. Helmer | 246,191,525 | 47,884,904 | 76,344,190 | |||||||||
Proposal 2 – Approval of the Fifth Certificate of Amendment of the Amended and Restated Certificate of Incorporation
For | Against | Abstain | Broker Non-Votes | |||
313,359,558 | 55,198,226 | 1,862,835 | 0 |
Proposal 3 – Approval of the Plug Power Inc. 2021 Stock Option and Incentive Plan
For | Against | Abstain | Broker Non-Votes | |||
247,893,109 | 43,883,630 | 2,299,690 | 76,344,190 |
Proposal 4 – Non-binding, Advisory Vote on Named Executive Officer Compensation
For | Against | Abstain | Broker Non-Votes | |||
157,023,255 | 134,670,523 | 2,382,651 | 76,344,190 |
Proposal 5 – Ratification of Appointment of KPMG
For | Against | Abstain | Broker Non-Votes | |||
352,051,900 | 15,610,084 | 2,758,635 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PLUG POWER INC. | ||||||
| Date: August 4, 2021 | By: | /s/ Paul Middleton | ||||
Paul Middleton Chief Financial Officer | ||||||